Articlesof association

(The Companies Act, 1956)

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

ICRA LIMITED

PRELIMINARY

1. The regulations contained in Table A in the First Schedule to the Companies Act,1956 shall apply to the Company in so far as they are not inconsistent with or repugnantto any of the regulations contained in the Articles of Association of the Company.

2. Subject headings and marginal notes hereto shall not affect the constructionhereof and in These present, unless there be something in the subject or contextinconsistent therewith.

3. In these Articles if not inconsistent with the subject or context the words orexpressions shall bear the meanings set by them.

(a) “Act” means the Companies Act 1956 and statutory modification thereof or re-enactment thereof for the time being in force in India.

(b) “Annual General Meeting” means a General Meeting of the Members held inaccordance with the provisions of Section 166 of the Act or any adjourned meetingthereof.

(c) “Articles” or “These presents” means these Articles of Association as originallyframed or as altered from time to time.

(d) “Auditor” or “Auditors” means and include those persons appointed as such forthe time being by the Company or its Directors.

(e) “Beneficial Owner” means the beneficial owner as defined in Clause (a) of Sub-section 1 of Section 2 of the Depositories Act, 1996.

(f) “Board” or “Board of Directors” mean the ‘Board of Directors’ for the timebeing of the Company.

(g) “Chairman” means a person as defined under Section 175 of the Act.

(h) “Company” means ICRA Limited.

(i) “Depository” means a company formed and registered under the Companies Act,1956, and which has been granted a certificate of registration to act as depositoryunder Securities & Exchange Board of India Act, 1992; and wherein the Securities ofthe Company are dealt with in accordance with the provisions of the DepositoriesAct, 1996.

(j) “Depositories Act, 1996” shall include any Statuary modification(s) or re-enactment(s) thereof, for the time being in force.

(k) “Director” means and includes persons occupying the position of the Directors ofthe Company by whatever names called.

(l) “Extraordinary General Meeting”, means an extraordinary general meeting ofthe Members duly called and constituted and any adjourned General Meeting thereof.

(m) “Managing Director”, means a Director who, by virtue of an agreement with theCompany or of a resolution passed by the Company in General Meeting or by itsBoard, by virtue of its Memorandum or this Articles of Association, is entrusted withsubstantial powers of management which would not otherwise be exercisable by himand includes a Directors occupying the position of a managing director, by whatevername called.

(n) “Meeting” or “General Meeting” means a meeting of Members.

(o) “Members” means a person as defined by Section 41 of the Act.

(p) “Memorandum” or “Memorandum of Association” means the memorandum ofassociation of the Company.

(q) “Office” means the Registered Office for the time being of the Company.

(r) “Ordinary Resolution” shall have the meaning assigned thereto by Section 189 ofthe Act.

(s) “Proxy” means an instrument whereby any person is authorised to vote for aMember at a General Meeting on a poll.

(t) “Register” means the Register of Members to be kept in pursuance to Section 150of the Act.

(u) “Seal” means the Common Seal of the Company.

(v) “Security” has the meaning assigned to it in Section 2 of the Securities Contracts(Regulation) Act, 1956 or any statuary modification or re-enactment thereof for thetime being in force.

(w) “Special Resolution” shall have the meaning assigned thereto by Section 189 ofthe Act.

(x) “Share” means share in the share capital of the Company and includes stockexcept where a distinction between stock and share is expressed or implied.

(y) “Writing” or “Written” means and includes words printed, lithographedrepresented or reproduced in any mode or in any visible form.

(z) Words imparting ‘Singular’ shall include ‘Plural’ and vice –versa; the wordsimparting ‘Masculine Gender’ shall include ‘Feminine Gender’ and vice versa; andwords imparting ‘person’ shall include ‘corporations, companies, firms andindividuals’.

(zz) Unless the context otherwise requires, words and expressions contained in theArticles shall bear the same meaning as in the Act.

4. Copies of the Memorandum and Articles of Association of the Company andevery agreement and every resolution referred to in Section 192 of the Act shall befurnished to every Member at his request within the period and on payment of such sumas may be prescribed by the Act.

SHARE CAPITAL

5. The authorised Share capital of the Company is Rs.15,00,00,000/- (Rupees fifteencrores) divided into 1,50,00,000 (One crore and fifty lakhs) equity Shares of Rs.10/-(Rupees ten) each capable of being increased or decreased in accordance with theCompany’s regulation and legislative provisions for the time being in force in that behalf.

6. The Company shall cause to be kept a Register of Members, an index ofMembers, a Register of debenture holders and an index of debenture holders inaccordance with Section 150, 151 and 152 of the Act.

7. The Register of Members, the index of Members, the Register and index ofdebenture holders, copies of all annual returns prepared under Section 159 of the Act,together with the copies of certificates and documents required to be annexed theretounder Section 161 of the Act shall, except when the Register of Members or debentureholders is closed under the provisions of the Act or These presents, be open to inspectionof any Member or debenture holder gratis and to inspection of any other person onpayment of such sum as may be prescribed by the Act for each inspection. Any suchMember or person may take extracts therefrom on payment of such sum as may beprescribed by the Directors.

8. The Company shall send to any Member, debenture holder or other person onrequest, a copy of the Register of Members, the index of Members, the Register andindex of debenture holders or any part thereof required to be kept under the Act, onpayment of such sum as may be prescribed by the Act. The copy shall be sent within aperiod of 10 days, exclusive of non-working days, commencing on the day next after theday on which the requirement is received by the Company.

9. Subject to the provisions of Section 80 any preference Shares may with thesanction of an Ordinary Resolution, be issued on the terms that they are, or at the optionof the Company, are liable to be redeemed on such terms and in such manner as theCompany before the issue of the Share may by resolution determine.

10. If at any time the Share capital is divided into different classes of Shares the rightsattached to any class (unless otherwise provided by the terms of issue of the Shares ofthat class) may, subject to the provision of Section 106 and 107, and whether or not theCompany is being wound up, be varied with the consent in writing of the holders of threefourth of the issued Shares of that class, or with the sanction of Special Resolution passedat a separate Meeting of holders of the Shares of that class. To every such separateMeeting, the provisions of these regulations relating to General Meetings shall mutatismutandis apply, but so that the necessary quorum shall be five persons at least holding orrepresenting by Proxy one third of issued Shares of the class in question.

11. The rights conferred upon the holders of the Shares of any class issued withpreferential or other rights shall not, unless otherwise expressly provided by the terms ofissue of the Shares of that class, be deemed to be varied by the creation or issue of furtherShares ranking pari passu therewith.

12. Except as required by law, no person shall be recognized by the Company asholding any Share upon trust, and the Company shall not be bound by, or be compelled inany way to recognize (even when having notice thereof) any equitable, contingent, futureor partial interest in any Share or any interest in any fractional part of a Share, or (exceptonly as by these regulations or by law otherwise provided) any other rights in respect ofany Share except an absolute right to the entirety thereof in the registered holder.

13. Every person whose name is entered as Member in the Register shall be entitledto receive within three months after allotment or within two months after the applicationfor the registration of the transfer (or within such other period as the conditions of issueshall provide):

a) One certificate for all his Shares without payment; or

b) Several certificates, each for one or more of his Shares, upon payment of one rupeefor every certificate after the first. Every certificate shall be under the Seal and shallspecify the Shares to which it relates and the amount paid up thereon.

14. In respect of any Share or Shares held jointly by several persons, the Companyshall not be bound to issue more than one certificate, and delivery of a certificate for theShare or Shares so held to one of several joint holders shall be sufficient delivery to allsuch holders.

15. If a Share certificate is defaced, lost or destroyed or if there is no further space onthe back thereof for endorsement of transfer it may be renewed on payment of such fee, ifany, not exceeding two rupees and on such terms, if any, as to evidence and indemnityand the payment of out of pocket expenses incurred by the Company in investigatingevidence, as the Board thinks fit.

16. On the application of any Member holding a Share certificate for more than oneShare and surrender of such certificate, the Board shall be at liberty to cancel suchcertificate and issue several certificates each for one or more of the Shares upon paymentof such fee, if any, not exceeding rupee one per certificate.

SHARES

17. The Directors shall observe the restriction as to allotment contained inSections 69 and 70 of the Act.

18. Subject to the provisions of Section 81 of the Act and These presents, theShares in the capital of the Company for the time being shall be under the control of theBoard who may issue, allot or otherwise dispose of the same or any of them to suchpersons, in such proportion and on such terms and conditions and either at a premium orat par or (subject to the compliance with the provision of Section 79 of the Act) at adiscount and at such time as they may from time to time think fit and with the sanction ofthe Company in the General Meeting to give to any person or persons the option or rightto call for any Shares either at par or premium during such time and for suchconsideration as the Board think fit, and may issue and allot Shares in the capital of theCompany on payment in full or part of any property sold and transferred or for anyservices rendered to the Company in the conduct of its business and any Shares whichmay so be allotted may be issued as fully paid up Shares and if so issued, shall be deemedto be fully paid Shares. Provided that option or right to call for Shares shall not be given

to any person or persons without the sanction of the Company in the General Meeting.Fully paid up Shares may also be allotted to minors through their guardian.

19. An application signed by or on behalf of an applicant for Shares in theCompany followed by an allotment of any Shares therein, shall be an acceptance ofShares within the meaning of these Articles and every person who, thus or otherwiseagrees to accept in writing the Shares and whose name is entered on the Register shall forthe purpose of these Articles, be a shareholder.

20. If, by the conditions of allotment of any Shares, the whole or a part of theamount or issue price thereof shall be payable by installments, every such installmentshall, when due, be paid to the Company by the person who, for the time being and fromtime to time shall be the registered holder of the Shares of his heirs, executors,administrators and legal representatives.

21. Every Member or his heirs, executors, assignees or other representatives shallpay to the Company the portion of the capital represented by his Share or Shares whichmay for the time being remain unpaid thereon, in such amounts at such time or times andin such manner as the Board shall, from time to time, in accordance with the Company’sregulations require or fix for the payment thereof and so long as any moneys are due,owing and unpaid to the Company by any Member on any account. Howsoever, suchMember in default shall not be entitled at the option of the Board, to exercise any rightsor privileges available to him.

22. If any Shares stand in the name of two or more persons, the one first namedin the Register shall as regards receipt of dividend bonus or service of notice and all orany other matters connected with the Company, except voting at Meetings and thetransfer of Shares, be deemed the sole-holder thereof but joint – holder of Shares shall beseverally as well as jointly liable for the payment of the installments and calls in respectof such Shares and for all incidents thereof according to the Company’s regulations.

23. Where at the time after the expiry of two years from the formation of theCompany or at any time after the expiry of one year from the allotment of Shares in theCompany made for the first time after its formation, whichever is earlier, it is proposed toincrease the subscribed capital of the Company by allotment of further Shares either outof the unissued capital or out of the increased Share capital then:

(a) Such further Shares shall be offered to the persons who at the date of theoffer, are holders of the equity Shares of the Company, in proportion, asnear as circumstances admit, to the capital paid up on these Shares at thedate;

(b) Such offer shall be made by a notice specifying the number of Sharesoffered and limiting a time not less than thirty days from the date of theoffer and the offer if not accepted, will be deemed to have been declined;

(c) The offer aforesaid shall be deemed to include a right exercisable by theperson concerned to renounce the Shares offered to them in sub clause (b)hereof shall contain a statement of this right. Provided that the Board maydecline, without assigning any reason to allot any Shares to any person inwhose favour any Member may renounce the Shares offered to him;

(d) After expiry of the time specified in the aforesaid notice or on receipt ofearlier intimation from the person to whom such notice is giving that hedeclines to accept the Shares offered, the Board may dispose off them insuch manner and to such person(s) as they may think, in their solediscretion, fit.

24. Notwithstanding anything contained in Article 23 thereof, the further Sharesaforesaid may be offered to any person (whether or not those persons include thepersons referred to in clause (a) of Article 23 hereof in any manner whatsoever.

(a) If a Special Resolution to that affect is passed by the Company in GeneralMeeting, or

(b) Where no such Special Resolution is passed, if the votes cast (whether ona show of hands or on a poll as the case may be) in favour of the proposalcontained in the resolution moved in the General Meeting (including thecasting vote, if any, by the Chairman) by the Members who, being entitledto do so, vote in person, or where Proxies are allowed, by Proxy, exceedthe votes, if any, cast against the proposal by Members, so entitled andvoting and the central government is satisfied on an application made bythe Board in this behalf that the proposal is most beneficial to theCompany.

25. Nothing in Article 23 (c) hereof shall be deemed:

(a) To extend the time within which the offer should be accepted; or

(b) To authorise any person to exercise the right of renunciation for a secondtime on the ground that the person in whose favour the renunciation wasfirst made has declined to take the Shares comprised in the renunciation.

26. Nothing in this Article shall apply to the increase of the subscribed capital of theCompany caused by the exercise of an option attached to the debenture issued orloans raised by the Company.

(i) To convert such debentures or loans into Shares in the Company; or

(ii) To subscribe for Shares in the Company (whether such option is conferredin these Articles or otherwise)

Provided that the terms of issue of such debentures or the terms of such loans include aterm providing for such option and such term.

(a) either has been approved by the Central Government before the issue of thedebentures or the raising of the loans or is in conformity with rules, if any,made by that government in this behalf; and

(b) in the case of debentures or loans or other than debentures issued to or loansobtained from Government or any institution specified by the CentralGovernment in this behalf, has also been approved by a Special Resolutionpassed by the Company in General Meeting before the issue of the debenturesor raising of the loans.

27. Any unclassified Shares (whether forming part of the original capital or anyincreased capital of the Company) may subject to the provisions of the Act and Thesepresents, be issued either with the sanction of the Company in General Meeting or by theDirectors and upon such terms and conditions and with such rights and privilegesannexed thereto as by the General Meeting sanctioning the issue of such Shares bedirected and, if no such direction be given, and in all other cases, as the Directors shalldetermine; and in particular such Shares may be issued with a preferential or qualifiedright to dividends and in distribution of the assets of the Company and any preferenceShares may be issued on the terms that they are or at the option of the Company are to beliable to be redeemed, provided however that:-

(1) no Shares shall be issued pursuant to this Article without the sanction of theCompany in General Meeting unless they shall, subject to the provisions ofSection 81 of the Act, be offered to the persons who are holders of equity Sharesof the Company in proportion, as nearly as circumstances admit to the capital paidup on those equity Shares; and

(2) no unclassified Shares shall, without the sanction of the Company in GeneralMeeting, be issued as preference Shares if the aggregate nominal amount ofissued preference Shares would thereby exceed the aggregate nominal amount ofthe issued equity Shares of the Company.

28. Where any calls for further Share capital are made on Shares, such calls shallbe made on a uniform basis on all Shares falling under the same class. For the purposesof this Article, Shares of the same nominal value on which different amounts have beenpaid up shall not be deemed to fall under the same class.

29. Except to the extent permitted by Section 77 of the Act, no part of the funds ofthe Company shall be employed in the purchase of or lent on the security of the Shares ofthe Company.

30. Except as ordered by a court of competent jurisdiction or as provided by theAct, no notice of any trust, expressed or implied or constructive, shall be entered on theRegister of Members or of debenture holders of the Company.

UNDERWRITING COMMISSION AND BROKERAGE

31. Subject to the provisions of Section 76 of the Act, the Company may at anytime pay a commission to any person in consideration of his subscribing or agreeing tosubscribe (whether absolutely or conditionally) for any Shares in, or debentures ordebenture stock or any other Security of the Company or for procuring or agreeing toprocure subscriptions (whether absolute or conditional) for any Shares, debentures ordebenture stock or any other Security of the Company but so that the commission shallnot exceed the rates prescribed by the Actand . Such commission may be satisfied bypayment of cash or by allotment of fully or partly paid Shares or party in one way andpartly in the other.

32. The Company may also, on issue of Shares, debentures and/or any otherSecurity, pay a reasonable sum for brokerage.

CALLS ON SHARES

33. Subject to the provisions of Section 91 of the Act, Board may, from timemake calls upon the Members in respect of all moneys unpaid on the Shares (whether onaccount of the nominal value of the Shares or by way of premium) and not by conditionsof allotment thereof made payable at fixed times. A call shall be deemed to have beenmade when the resolution of the Board authorizing such call was passed and may berequired to be paid by installments.

34. No call shall exceed one-fourth of the nominal amount of a Share, or be madepayable within one month after the last preceding call was payable. Each Member shall,subject to receiving at least fourteen days notice specifying the time or times and place ofpayment, pay to the Company, at the time or times and places so specified, the amountcalled on his Shares.

35. A call may be revoked or postponed at the discretion of the Board.

36. The joint holders of a Share shall be jointly and severally liable to pay all callsin respect thereof.

37. If the sum called in respect of a Share is not paid before or on the dayappointed for payment thereof, the person from whom the sum is due shall pay interestthereon from the day appointed for payment thereof to the time of actual payment at fivepercent per annum or at such lower rate, if any, as the Board may determine. The Boardshall be at liberty to waive payment of any of such interest wholly or in part.

38. Any sum which by the terms of issue of a Share becomes payable onallotment or at any fixed date, whether on account of the nominal value of the Share or byway of premium, shall, for the purposes of these regulations, be deemed to be a call dulymade and payable on the date on which by the terms of issue such sum becomes payable.In case of non – payment of such sum, all the relevant provisions of these regulations asto payment of interest and expenses, forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified.

39. The Board may, if it thinks fit, receive from any Member willing to advancethe same, all or any part of the moneys uncalled and unpaid upon any Shares held by him,and upon all or any of the moneys so advanced, may (until the same would, but for suchadvance, become presently payable) pay interest at such rate not exceeding, unless theCompany in General Meeting shall otherwise direct, six percent per annum, as may beagreed upon between the Board and the Member paying the sum in advance.

40. On the trial or hearing of any action or suit brought by the Company againstany Member or his representatives for the recovery of any money claimed to be due tothe Company in respect of his Shares, it shall be sufficient to prove that the name of theMember, in respect of whose Shares, the money is sought to be recovered appears enteredon the Register as the holder, at or subsequently to the date at which the money is soughtto be recovered, is alleged to have become due on the Shares in respect of such money issought to be recovered; that the resolution making the call is duly recorded in the minutebook; and that notice of such call was duly given to the Member or his representativesused in pursuance of these Articles and that it shall not be necessary to prove theappointment of the Directors who made such call, nor that a quorum of Directors waspresent at the Board at which any call was made nor that the Meeting at which any callwas made duly convened or constituted nor any other matters whatsoever, but the proofof the matter aforesaid shall be conclusive evidence of the debt.

41. Neither the receipt by the Company of a portion of any money which shallfrom time to time be due from any Member to the Company in respect of his Shares,either by way of principal or interest, nor any indulgence granted by the Company inrespect of the payment of any such money, shall preclude the Company from thereafterproceeding to enforce a forfeiture of such Shares as hereinafter provided.

42. The Board may, if they think fit, subject to the provisions of Section 92 of theAct, agree to and receive from any Member willing to advance the same, all or any partof the accounts of his respective Shares beyond the sums actually called up and upon themoneys so paid in advance or upon so much thereof, from time to time and at any timethereafter as exceeds the amount of the calls then made upon and due in respect of theShares on account of which such advances are made, the Board may pay or allowinterest, at such rate as the Member paying the sum in advance and the Board agree upon.The Board may agree to repay at any time an amount so advanced or may at any timerepay the same upon giving to the Member three months’ notice in writing. Provided thatmoneys paid in advance of calls on any Shares may carry interest but shall not confer a

right to Dividend or to participate in profit. No Member paying any such sum in advanceshall be entitled to voting rights in respect of the moneys so paid by him until the samewould but for such payment become presently payable. The provision of this Article shallmutatis mutandis apply to the calls on debentures.

43. The Company shall have a first and paramount lien upon all theShares/debentures (other than fully paid-up Shares/debentures) registered in the name ofeach Member (whether solely or jointly with others) and upon the proceeds of salethereof, for all moneys (whether presently payable or not) called or payable at a fixedtime in respect of such Shares and no equitable interest in any Shares shall be createdexcept upon the footing, and upon the condition that this Article is to have full effect.Any such lien shall extend to all dividends and bonuses from time to time declared inrespect of such Shares. Unless otherwise agreed, the registration of a transfer of Sharesshall operate as a waiver of the Company’s lien, if any, on such Shares. The Board may atany time declare any Shares wholly or in part to be exempt from the provisions of thisclause.

44. For the purpose of enforcing such lien, the Board may sell the Shares subjectthereto in such manner as they shall think fit, and for that purpose may cause to be issueda duplicate certificate in respect of such Shares and may authorise one of their Member toexecute a transfer thereof on behalf of and in the name of such Member. No sale shall bemade until such period as aforesaid shall have arrived, and until notice in writing of theintention to sell shall have been served on such Member or his representatives and defaultshall have been made by him or them in payment, fulfillment, or discharge of such debts,liabilities or engagements for seven days after such notice.

45. The net proceeds of any such sale shall be received by the Company andapplied in or towards payment of such part of the amount in respect of which the lienexists as is presently payable and the residue, if any, shall (subject to a like lien for sumsnot presently payable as existed upon the Shares before the sale) be paid to the personsentitled to the Shares at the date of the sale.

FORFEITURE

46. If any Member fails to pay any call, or installment of a call, on the dayappointed for the payment thereof, the Board may, at any time thereafter during such timeas any part of the call or installment remains unpaid, serve a notice on such Memberrequiring payment of so much of the call or instalment as is unpaid, together with anyinterest which may have accrued.

47. The notice aforesaid shall name a further day (not being earlier than the expiryof fourteen days for the date of service of the notice) on or before which the paymentrequired by the notice is to be made; and state that, in the event of non payment on orbefore the day so named, the Share in respect of which the call was made will be liable tobe forfeited

48. If the requisitions on any such notice as aforesaid are not complied with, anyShare in respect of which such notice has been given may, at any time thereafter, beforepayment of all calls or installments, interest and expenses, due in respect thereof, beforfeited by a resolution of the Board to that effect. Such forfeiture shall include alldividends declared in respect of the forfeited Share and not actually paid before theforfeiture subject to Section 205A of the Act.

49. Any Share so forfeited shall be deemed to be the property of the Company andthe Board may, sell, re-allot or otherwise dispose of the same on such terms and in suchmanner as it thinks fit, subject to the same restrictions and conditions as for transfer ofShares provided by these Articles.

50. The Board may at any time before any Share so forfeited shall have been sold,re-allot or otherwise dispose of, cancel the forfeiture thereof upon such conditions as itthinks fit.

51. Any Member whose Shares have been forfeited shall, notwithstanding theforfeiture, be liable to pay and shall forthwith pay to the Company all calls, installments,interests, expenses and other moneys owing upon or in respect of such Shares at the timeof the forfeiture together with interest thereon from the time of the forfeiture untilpayment at such rate as may be prescribed by the Directors and the Directors may enforcethe payment of the whole or a portion thereof if they think fit but shall not be under anyobligation to do so.

52. A duly verified declaration in writing that the declarant is a Director, themanager or the secretary of the Company and that certain Shares in the Company, havebeen duly forfeited on a date stated in the declaration, shall be conclusive evidence of thefacts therein stated as against all persons claiming to be entitled to the Shares. Where anyShares have been so forfeited, an entry of the forfeiture with the date thereof shall beentered into the Register of Members.

53. The Company may receive the consideration, if any, given for the Share onany sale or disposal thereof from any person the Board may appoint and nominate andexecute a transfer of the Share in favour of the person to whom the Share is sold ordisposed of. The transferee shall thereupon be registered as holder of the Share.

54. The transferee shall not be bound to see the application of the purchasemoney, if any, nor shall his title to the Share be affected by any irregularity or invalidityin the proceedings in reference to the forfeiture, sale or disposal of the Shares.

55. Where any Member whose Shares have been forfeited has failed to deliver tothe Company the relative certificate or certificates within fourteen days from the date ofbeing called upon to do so, the Board may cause such certificate or certificates to becancelled and issue a new certificate or certificates for the Shares comprised thereindistinguishing it or them in such manner as the Board may think fit from the certificate orcertificates not so delivered and cancelled.

56. The provisions of these regulations as forfeiture shall apply in the case of non-payment of any sum, which by the terms of issue of a Share becomes payable at a fixedtime, whether on account of the nominal value of the Shares or by way of premium, as ifthe same had been payable by virtue of a call duly made and notified.

CERTIFICATE OF SHARES

57. Every Member shall be entitled, without payment, to one or more certificatesin marketable lots, for all the Shares of each class or denomination registered in his name,or if the Board so approves of one rupee or any other amount as the Board may determinefor every certificate after the first) to several certificates, each for one or more of suchShares and the Company shall complete and have ready for delivery such certificateswithin three months from the date of allotment, unless the conditions of issue thereofotherwise provide, or within one months of the receipt of applications of registration oftransfer, transmission, sub-division, consolidation or renewal of any of its Shares as thecase may be, every certificate of Shares shall be under the Seal of the Company and shallspecify the number and distinctive numbers of Shares in respect of which it is issued andamount paid-up thereon and shall in such form as the Board may prescribe or approve,provided that in respect of a Share or Shares held jointly by several persons, theCompany shall not be borne to issue more than one certificate and delivery of acertificate and delivery of a certificate of Shares to one of several joint holders shall besufficient delivery to all such holder.

58. If any certificate be worn out, defaced, mutilated or torn or if there be nofurther space on the back thereof for endorsement of transfer, then upon production andsurrender thereof to the Company, a new certificate may be issued in lieu thereof and ifany certificate is lost or destroyed then upon proof thereof to the satisfaction of theCompany and on execution of such indemnity as the Company deems adequate, beinggiven, a new certificate in lieu thereof shall be given to the party entitled to such lost ordestroyed certificate. Every certificate under this Article shall be issued without paymentof fees if the Board so decides, or on payment of such fees (not exceeding Rs. 2/- for eachcertificate) as the Board shall prescribe. Provided that no fee shall be charged for issue ofa new certificates in replacement of those which are old, defaced or worn out or wherethere is no further space on the back thereof for endorsement or transfer.

59. Provided that notwithstanding what is stated above, the Board shall complywith such Rules or Regulation or requirements of any stock exchange under the Act orthe Rules made under the Securities Contracts (Regulation) Act, 1956 or any other Act,or Rules applicable in this behalf.

60. The provisions of these Articles shall mutatis mutandis apply to debentures ofthe Company.

TRANSFER AND TRANSMISSION OF SHARES

61. Every holder of Shares in, or debentures of the Company may at any timenominate, in the manner prescribed under the Act, a person to whom his Shares in ordebentures of the Company shall vest in the event of death of such holder. Where theShares in, or debentures of the Company are held by more than one person jointly, thejoint holders may together nominate, in the prescribed manner, a person to whom all therights in the Shares or debentures of the Company, as the case may be, held by them shallvest in the event of death of all joint holders.

Notwithstanding anything contained in any other law for the time being in force or inany disposition, whether testamentary or otherwise, or in these Articles, in respect of suchShares in or debentures of the Company, where a nomination made in the prescribedmanner purports to confer on any person the right to vest the Shares in, or debentures ofthe Company, the nominee shall, on the death of the shareholders or holder of debenturesof the Company or, as the case may be, on the death of all the joint holders becomeentitled to all the rights in the Shares or debentures of the Company to the exclusion of allother persons, unless the nomination is varied or cancelled in the prescribed mannerunder the provisions of the Act.

Where the nominee is a minor, it shall be lawful for the holder of the Shares or holder ofdebentures to make the nomination to appoint, in the prescribed manner under theprovisions of the Act, any person to become entitled to the Shares in or debentures of theCompany, in the event of his death, during the minority.

62. Any person who becomes a nominee by virtue of the provision of the Article61, upon production of such evidence as may be required by the Board and subject ashereinafter provided, elect, either:

a) to be registered himself as holder of the Shares or debentures, as the casemay be; or

b) to make such transfer of the Shares or debentures, as the case may be, asthe deceased shareholder or debenture holder, as the case may be, couldhave made.

If the nominee, so becoming entitled, elects himself to be registered as holder of theShares or debentures, as the case may be, he shall deliver or send to the Company anotice in writing signed by him stating that he so elects and such notice shall beaccompanied with death certificate of the deceased shareholder or debenture holder andthe certificate(s) of Shares or debentures, as the case may be, held by the deceased in theCompany.

Subject to the provisions of Section 109B(3) of the Act and these Articles, the Board mayregister the relevant Shares or debentures in the name of the nominee of the transferee asif the death of the registered holder of the Shares or debentures had not occurred and thenotice or transfer were a transfer signed by that shareholder or debenture holder, as thecase may be.

A nominee on becoming entitled to Shares or debentures by reason of the death of theholder, or joint holders shall be entitled to the same dividend and other advantages towhich he would be entitled if he were the registered holder of the Share or debenture,except that he shall not before being registered as holder of such Shares or debentures, beentitled in respect of them to exercise any right conferred on a Member or debentureholder in relation to Meetings of the Company.

The Board may, at any time, give notice requiring any such person to elect either to beregistered himself or to transfer the Shares or debentures, and if the notice is notcomplied with within ninety days, the Board may thereafter withhold payment of alldividends, bonuses, interest or other moneys payable or rights accrued or accruing inrespect of the relevant Shares or debentures, until the requirements of the notice havebeen complied with.

63. Subject to the provisions of Articles 61 and 62, any person becoming entitledto Shares in consequence of the death, lunacy, bankruptcy or insolvency of any Member,or by any lawful means other than by a transfer in accordance with These presents, maywith the consent of the Board (which it shall not be under any obligation to give) uponproducing such evidence that he sustains the character in respects of which he proposes toact under this Article of his title, as the holder of the Shares or elect to have some personnominated by him and approved by the Board, registered as such holder, providednevertheless, that if such person shall elect to have his nominee registered he shall testifythe election by executing to his nominee an instrument of transfer in accordance with theprovisions herein contained and until he does so, he shall not be freed from any liabilityin respect of the Shares.

64. A person entitled to a Share by transmission shall, subject to the right of theDirectors to retain such dividends or money as hereinafter provided, be entitled to receiveand may give discharge for any dividends or other moneys payable in respect of theShare.

65. An instrument of transfer shall be in writing and all the provisions of Section108 of the Act and of any statutory modification thereof for the time being, shall be dulycomplied with in respect of all transfer of Shares and the registration thereof.

66 Every instrument of transfer duly stamped must be accompanied by thecertificate of Shares proposed to be transferred and such other evidence as the Board mayrequire to prove the title of the transferor or his right to transfer the Shares.

67. No fee shall be charged for registration of transfer, transmission, probate,succession certificate and letters of administration, certificate of death or marriage, powerof attorney or similar other document.

68. Every such instrument of transfer shall be executed both by transferor and thetransferee and the transferor shall be deemed to remain the holder of such Share until thename of the transferee shall have been entered in the Register in respect thereof. TheBoard shall not issue or register a transfer of any Share in favour of a minor (except incases when they are fully paid up).

69. The Board shall have power on giving seven days previous notice byadvertisement in some newspaper circulating in the district in which the Office of theCompany is situated to close the transfer books, the Register or Register of debentureholders at such time or times and for such period or periods, not exceeding thirty days ata time and not exceeding in the aggregate forty-five days in each year, as it may deemexpedient.

70. The Company shall incur no liability or responsibility whatsoever inconsequence of its registering or giving effect to any transfer of Shares made orpurporting to be made by any apparent legal owner thereof (as shown or appearing in theRegister) to the prejudice of persons having or claiming any equitable right, title orinterest to or in the said Shares, notwithstanding that the Company may have had noticeof such equitable right, title or interest or notice prohibiting registration of such transfer,and may have entered such notice, or deferred thereto, in any book of the Company, andthe Company shall not be bound or required to regard or attend or give effect to anynotice which may be given to it of any equitable right tide or interest, or be under anyliability whatsoever for refusing or neglecting so to do, though it may have been enteredor referred to in some book of the Company; but the Company shall nevertheless be atliberty to regard and attend to any such notice and give effect thereto, if the Board shallso think fit.

71. (a) Subject to the provisions of Section 111A of the Act, the Board may, at itsown absolute and uncontrolled discretion and by giving reasons, decline to register oracknowledge any transfer of Shares whether fully paid or not and the right of refusal shallnot be affected by the circumstances that the proposed transferee is already a Member ofthe Company, but in such case the Board shall within one month from the date on whichthe instrument of transfer was lodged with the Company, send to the transferee and thetransferor notice of the refusal to register such transfer provided that registration of a

transfer shall not be refused on the ground of the transferor being either alone or jointlywith any other person or persons, indebted to the Company on any account whatsoever,except when the Company has lien on Shares. The transfer of Shares or debentures inwhatever lot shall not be refused.

(b) A Member intending to sell any Share or Shares shall give notice of hisintention to the Board, who shall offer any such Shares to all the Members and maythereupon find one or more Members willing to purchase the same. This shall be donewithin one month of receipt of such notice.

(c) In case there are more than one purchaser’s, they shall be entitled to purchasethe Shares in proportion to their respective holdings in the Company on the date of suchnotice.

72. The price payable for the purchase of Shares, unless otherwise agreed, in suchcase shall be their fair value. This value will be determined by the Board.

73. In the event the Board fails to find a purchaser within the period, it shallregister transfer of such Shares.

74. The right of pre-emption shall not be enforced in case of transmission ortransfer of Shares in favour of the heirs of a Member or mother, father, brother, sister,daughter-in-law of a Member but shall apply if the transmission is in favour of thirdparties.

75. The Company shall keep at its Office the Register and therein shall firmly anddistinctly enter the particulars of every transfer or transmission of Shares. Subject to theprovisions of Section 154 of the Act, the Board shall have power to close the Register forsuch periods, not exceeding forty-five days in aggregate in a year and thirty days at anyone time, as may seem expedient to them.

ALTERATION OF CAPITAL

76. The Company may, from time to time, in General Meeting increase its sharecapital by the creation of new Shares of such amount as it thinks expedient.

77. The new Shares (except such of them as shall be unclassified Shares, subject tothe provisions of Article 27) shall, subject to the provisions of the Act and Thesepresents, be issued upon such terms and conditions and with such rights and privilegesannexed thereto as by the General Meeting creating the same shall direct and if nodirection be given, as the Directors shall determine and in particular such Shares may beissued with a preferential or qualified rights to dividends and in distribution of assets ofthe Company and any preference Shares may be issued on the terms that they are or atthe option of the Company are to be liable to be redeemed.

78. The new Shares (resulting from an increase of capital as aforesaid) may, subjectto the provisions of the Act and These presents, be issued or disposed of by the Companyin General Meeting or by the Directors under their powers in accordance with thefollowing provisions :-

(A) (i) Such new Shares shall be offered to the persons who, at the date of the offer, areholders of the equity Shares of the Company in proportion, as nearly ascircumstances admit, the capital paid up on those Shares at that date;

(ii) The offer aforesaid shall be made by notice specifying the number of Sharesoffered and limiting a time not being less than 15 days from the date of the offer,within which the offer, if not accepted, will be deemed to have been declined;

(iii) The offer aforesaid shall be deemed to include a right exercisable by the personsconcerned to renounce the Shares offered to him or any of them in favour of anyother person; and the notice referred to in sub-clause (ii) shall contain astatement of this right;

(iv) After the expiry of time specified in the notice aforesaid, or on receipt of earlierintimation from the person to whom such notice is given that he declines toaccept the Shares offered, the Board of Directors may dispose of them in suchmanner as they think most beneficial to the Company;

(B) Nothing in clause (iii) of sub article (A) shall be deemed:-(i)to extend the time within which the offer should be accepted; or(ii)to authorise any person to exercise the right of renunciation for a second time on

the ground that the person in whose favour the renunciation was first made hasdeclined to take the Shares comprised in the renunciation.

79. In addition to and without derogating from the powers for the purpose conferredon the Directors, the Company in General Meeting may in accordance with the provisionsof Section 81 of the Act determine that any Shares (whether forming part of the originalcapital of the Company or not) shall be offered to such persons (whether Members orholders of debentures of the Company or not) in such proportion and on such terms andconditions and either at a premium or at par or (subject to compliance with the provisionsof Section 79 of the Act) at a discount, as such General Meeting shall determine.

80. Except so far as otherwise provided by the conditions of issue or by Thesepresents any capital raised by the creation of new Shares shall be considered part of theoriginal capital and shall be subject to the provisions herein contained with reference tothe payment of calls and installments, transfer and transmissions, forfeiture, lien,surrender, voting and otherwise.

81. On the issue of redeemable preference Shares the following provisions shall takeeffect.

(a) No such Shares shall be redeemed except out of the profits of the Company whichwould otherwise be available for dividend or out of the proceeds of a fresh issue ofShares made for the purposes of the redemption;

(b) No such Shares shall be redeemed unless they are fully paid up;

(c) The premium, if any, payable on redemption shall have been provided for out of theprofits of the Company or out of the Company’s Share premium account, before theShares are redeemed;

(d) Where any such Shares are redeemed otherwise than out of the proceeds of a freshissue there shall out of profits which would otherwise have been available for dividendbe transferred to a reserve fund to be called “the Capital Redemption ReserveAccount”, a sum equal to the nominal amount of the Shares redeemed and theprovisions of the Act relating to the reduction of the Share capital of a company shallexcept as provided under Section 80 of the Act or by These presents apply as if theCapital Redemption Reserve Account were paid up Share capital of the Company;

(e) Subject to the provisions of Section 80 of the Act and this Article the redemptionof preference Shares under These presents shall be effected in accordance with theterms and conditions of their issue and failing that in such manner as the Directors maythink fit.

82. The Company may, from time to time, by Special Resolution reduce its Sharecapital (including the Capital Redemption Reserve Account, if any) in any wayauthorised by law and in particular may pay off any paid up Share capital upon thefooting that it may be called up again or otherwise and may and if and so far as necessaryalter its Memorandum by reducing the amount of its Share capital and of its Sharesaccordingly.

83. The Company may in General Meeting by Ordinary Resolution alter theconditions of its Memorandum as follows:-

(i) Consolidate and divide all or any of its Share capital into Shares of larger amountthan its existing Shares.

(ii) Sub-divide Shares or any of them into Shares of smaller amount than originallyfixed by the Memorandum of Association subject nevertheless to the provisionsof the Act in that behalf. Subject to These presents the resolution by which anyShares are sub-divided may determine that as between the holders of the Sharesresulting from such sub-division one or more of such Shares may be given anypreference or advantage or otherwise over the others or any other such Shares.

(iii) Cancel Shares which at the date of such General Meeting have not been taken oragreed to be taken by any person and diminish the amount of the Shares socancelled.

DEMATERIALISATION OF SECURITIES

84. The provisions of this Article shall apply only in respect of Securities held inDepository mode and the provisions of the other Articles shall be construed accordingly.

85. Not withstanding anything contained in these Articles, the Company shall beentitled to dematerialise its existing Shares, debentures and other Securities as also re-materialise its Shares, debentures and other Securities held in Depository mode and/oroffer Securities in a dematerialised form pursuant to the Depositories Act, 1996 and therules framed thereunder.

86. (a) Every person subscribing to or holding Securities of the Company shall havethe option to receive Security certificates in accordance with provisions of the otherArticles or to hold the same with a Depository. Such a person who is the BeneficialOwner of the Securities may/can at any time opt out of the Depository, if permitted bylaw, in respect of any Security in the manner provided by the Depositories Act, 1996 andthe Company shall in the manner and within the time prescribed therein, issue to theBeneficial Owner the required certificates of Securities.

(b) If a person opts to hold his Security with a Depository, the Company shallintimate such Depository the details of allotment of Security, and on receipt of theinformation, the Depository shall enter in its record the name of the allottee as theBeneficial Owner of the Security.

(c) The Board of Directors of the Company shall have the power to fix a feepayable by the investor to the Company for the services of dematerialising and orrematerialising of the Company’s Securities as they in their discretion may determine.

87. (a) All the Securities held by a Depository shall be dematerialised and be fungibleform.

(b) Nothing contained in Sections 153, 153A, 153B, 187B, 187C and 372A of thesaid Act shall apply to a Depository in respect of the Securities held by it on behalf of theBeneficial Owners.

88. (a) Notwithstanding anything to the contrary contained in these Articles, aDepository shall be deemed to be the registered owner for the purposes of effectingtransfer of ownership of Securities on behalf of the Beneficial Owner.

(b) Save as otherwise provided in (a) above, the Depository as the registered owner ofthe Securities shall not have any voting rights or any other rights in respect of theSecurities held by it.

(c) Every person holding Securities of the Company and whose name is entered asthe Beneficial Owner in the records of the Depository shall be deemed to be a Member ofthe Company.

(d) The Beneficial Owner of Securities shall be entitled to all the rights and benefitsand be subject to all the liabilities of a Member in respect of his Securities, which areheld by a Depository.

89. Notwithstanding anything contained in the Act and these Articles whereSecurities are held in a Depository, the records of the Beneficial Ownership may beserved by such Depository on the Company by means of electronic mode or by deliveryof floppies or discs or in such other manner as may be practicable.

90. (a) Nothing contained in Section 108 of the said Act or these Articles shall apply to atransfer of Securities effected by a transferor and transferee both of whom are entered asBeneficial Owners in the records of a Depository.

(b) In the case of transfer or transmission of Shares or other marketable Securitieswhere the Company has not issued any certificates and where such Shares or Securitiesare being held in an electronic and fungible form in a Depository, the provisions of theDepositories Act, 1996 shall apply.

91. Nothing contained in the said Act or these Articles regarding the necessity ofhaving distinctive numbers for Securities issued by the Company shall apply to theSecurities held with a Depository. Every fortified or surrendered Share held in a materialform shall continue to bear the number by which the same was originally distinguished.

92. The Register and index of Beneficial Owners maintained by a Depository underthe Depositories Act, 1996, shall be deemed to be the Register and index of Members andSecurity holders as the case may be for the purposes of these Articles.

DIVIDENDS

93. The profits of the Company, subject to any special rights relating thereto createdor authorized to be created by these Articles, and subject to the provisions of theseArticles shall be divisible among the Members in proportion to the amount of capitalpaid-up on the Shares held by them respectively.

94. The Company in General Meeting may declare dividends to be paid to Membersaccording to their respective rights, but no dividend shall exceed the amountrecommended by the Board, but the Company in General Meeting may declare a smallerdividend.

95. No dividend shall be declared or paid otherwise than out of the profits of thefinancial year arrived at after providing for depreciation in accordance, with theprovisions of Section 205 of the Act or out of the profits of the Company for anyprevious financial year or years arrived at after providing for depreciation in accordancewith these provisions and remaining undistributed or out of both, provided that;

(a) if the Company has not provided for depreciation for any previous financialyear or years, it shall, before declaring or paying a dividend for any financial year,provide for such depreciation out of the profits of the financial year or years.

(b) if the Company has incurred any loss in any previous financial year or years,the amount of the loss or any amount which is equal to the amount provided fordepreciation for that year or those years whichever is less, shall be set off againstthe profits or the Company in the year for which the dividend is proposed to bedeclared or paid or against the profits of the Company for any previous financialyear or years arrived at in both cases after providing for depreciation inaccordance with the provisions of sub-section (2) of Section 205 of the Act, oragainst both.

96. The Board may, from time to time, pay to the Members such interim dividend asin their judgment, the position of the Company justifies.

97. Where capital is paid in advance of calls, such capital may carry interest but shallnot in respect thereof confer a right to dividend or participate in profits.

98. All dividends shall be apportioned and paid proportionately to the amounts paidor credited as paid on the Shares during any portion or portions of the period in respect ofwhich the dividend is paid, but if any Share is issued on terms providing that it shall rankfor dividend as from a particular date, such Share shall rank for dividend accordingly.

99. Anyone of several persons who are registered as joint-holders of any Share maygive effectual receipts for all dividends or bonus and payments on account of dividendsor bonus or other moneys payable in respect of such Shares.

100. No Member shall be entitled to receive payments of any interest or dividend inrespect of his Share or Shares, while any money may be due or owing from him to theCompany in respect of such Share or Shares or otherwise howsoever, either alone orjointly with any other person or persons and the Board may deduct from the interest ordividend payable to any Member all sums of money so due from him to the Company.

101. A transfer of Share shall not pass the right to any dividend declared thereonbefore the registration of the transfer.

102. Unless otherwise directed, any dividend may be paid by cheque or warrant or by apay-slip or receipt having the force of a cheque or warrant sent through the post to theregistered address of the Member or person entitled or in case of joint-holders to that oneof them first named in the Register in respect of the joint-holdings. Every such cheque orwarrant shall be made payable to the order of the person to whom it is sent. TheCompany shall not be liable or responsible for any cheque or warrant or pay-slip orreceipt lost in transmission, or for any dividend lost to the Member of person entitledthereto by the forged endorsement of any cheque or warrant or the forged signature ofany pay-slip or receipt or the fraudulent recovery of the dividend by any other means.

103. Where the Company has declared a dividend but which has not been paid or thedividend warrant in respect thereof has not been posted within 30 days from the date ofdeclaration to any shareholder entitled to the payment of the dividend the Company shallwithin 5 days from the date of expiry of the said period of 30 days, open a specialaccount in that behalf in any scheduled bank called “Unpaid Dividend of InvestmentInformation Credit Rating Agency of India Limited” and transfer to the said account, thetotal amount of dividend which remains unpaid or in relation to which no dividendwarrant has been posted.

104. Any money transferred to the unpaid dividend account of the Company whichremains unpaid or unclaimed for a period of three years from the date of such transfer,shall be transferred by the Company to the general revenue account of the CentralGovernment. A claim to any money so transferred to the general revenue account may bepreferred to the Central Government by the shareholders to whom the money is due.

BORROWING POWERS

105. Subject to the provisions of Section 58 A, 292 and 293 of the Companies Act, theBoard may, from time to time and at its discretion raise or borrow any sum or sums ofmoney for the purpose of the Company in such manner and on such terms and conditionsin all respects as they think, fit, provided that the Board shall not without the sanction ofthe Company in General Meeting borrow any sum of money which together with moneyborrowed by the Company (apart from temporary loans obtained from the Company’sbankers in the ordinary course of business) exceed the aggregate for the time being of thepaid up capital of the Company and its free reserves, that is to say, reserves not set asidefor any specific purpose.

106. Any debentures, bonds, or other Securities may be issued at a discount, premium orotherwise and may be issued on the condition that they shall be convertible into Shares ofany denomination and with any privileges and conditions as to redemption, surrender,drawing, allotment of Shares, attending (but not voting) at General Meetings of theCompany, appointment of directors and otherwise. Provided that debentures with a rightof conversion into or allotment of Shares shall be issued only with sanction of theCompany in General Meeting.

107. Debentures, debenture stock, bonds or other Securities may be assignable free fromany equity between the Company and the person to whom the same may be issued.

108. Subject to the provision of Section 108 of the Act, no transfer of registereddebentures shall be registered unless a proper instrument of transfer duly stamped andexecuted by or on behalf of the transferor and by or on behalf of the transferee has beendelivered to the Company together with the certificate or certificates, of the debentures.

109. If the Board refuse to register the transfer of any debentures, the Company shallwithin two months from the date on which the instrument of transfer was lodged with theCompany, send to the transferee and transferor notice of the refusal.

110. The Board shall cause a proper register to be kept in accordance with theprovisions of Section 143 of the Act of all mortgages, debentures and charges specificallyaffecting the property of the Company, and shall cause the requirements of Sections 118and 125 and 127 to 144, both inclusive of the Act in that behalf to be duly complied with,so far as they are ought to be complied with by the Board.

111. The Company shall, if at any time it issues debentures, keep Register and index ofdebenture holders in accordance with Section 152 of the Act. The Company shall havethe power to keep in any State or Country outside India a branch Register of debenture-holders, resident in that state or country.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

112. The Directors, with the sanction of a resolution of the Company in GeneralMeeting, may convert any paid up Shares into stock, the several holders of such stockmay thenceforth transfer their respective interests therein or any part of such interests, inthe same manner and subject to the same regulations as and subject to which the Sharesfrom which the stock arose might have been transferred if no such conversion had takenplace or as near thereto as circumstances will admit. The Company may at any time re-convert any stock into paid-up Shares of any denomination

113 The holders of stock shall, according to the amount of stock held by them havethe same rights, privileges and advantages as regards dividends and voting at theMeetings of the Company, and other matters as if they held the Shares from which thestock arose; but no such privileges or advantages (except participation in the dividendsand profits of the Company and in the assets of winding-up) shall be conferred by anamount of stock which would not, if existing in Shares, have conferred that privilege oradvantage.

JOINT HOLDERS

114. Where two or more persons are registered as the holders of any Share the personfirst named in the Register shall be deemed the sole holder for matters connected with theCompany subject to the following and other provisions contained in these Articles:-

(a) The Company shall be entitled to decline to register more than 4 persons as thejoint holders of any Share.

(b) The joint holders of any Share shall be liable severally as well as jointly forand in respect of all calls and other payments which ought to be made in respectof such Share.

(c) On the death of any such joint holders, the survivor or survivors shall be theonly person or persons recognised by the Company as having any title to theShare but the Directors may require such evidence of death as they may deem fitand nothing herein contained shall be taken to release the estate of a deceasedjoint holder from any liability on Shares held by him jointly with any otherperson.

(d) Any one of such joint holders may give effectual receipts for any dividends orother moneys payable in respect of such Share.

(e) Only the person whose name stands first in the Register of Members as one ofthe joint holders of any Share shall be entitled to delivery of the certificaterelating to such Share or to receive document from the Company and any noticegiven to or documents served on such person shall be deemed service on all thejoint holders.

(f) Any one of two or more joint holders may vote at any Meeting eitherpersonally or by attorney or by Proxy in respect of such Shares as if he/ they weresolely entitled thereto and if more than one of such joint holders be present at anyMeeting personally or by Proxy or by attorney then that one of such persons sopresent those name stands first or higher (as the case may be) on the Register inrespect of such Shares shall alone be entitled to vote in respect thereof but theother or others of the joint holders shall be entitled to be present at the Meetingprovided always that a joint holder present at any Meeting personally shall beentitled to vote in preference to a joint holder present by attorney or by Proxyalthough the name of such joint holder present by attorney or Proxy stands first orhigher (as the case may be) in the Register in respect of such Shares. Severalexecutors or administrators of a deceased Member in whose (deceased Member’s)sole name any Share stands shall for the purposes of this clause be deemed jointholders.

REGISTRATION OF CHARGES

115 Where a charge of the nature referred to in Section 125 of the Act is created bythe Company, the Company shall, within 30 days after its creation, file the particulars ofthe charge along with necessary documents with the Registrar of Companies(“Registrar”) in accordance with the provisions of Section 125 of the Act. The Companyshall also duly comply with the relevant provisions of part V of the Act in connectionwith registration of the charges.

GENERAL MEETINGS

116. (i) The first Annual General Meeting shall be held by the Company within 18months of its incorporation.

(ii) Subsequent Annual General Meetings of the Company shall be held in eachcalendar year and not more than 15 months shall elapse between the date of one AnnualGeneral Meeting and that of the next.

117. Every Annual General Meeting shall be called for a time during business hourson a day that is not a public holiday, and shall be held either at the Registered Office ofthe Company or at some other place within the Union Territory of Delhi and the noticescalling the Meeting shall specify it as the Annual General Meeting.

118. All General Meetings other than Annual General Meetings shall be calledExtraordinary General Meetings.

119 (a) The Board of Directors may, whenever they think fit, and shall, on the requisitionof such number of Members of the Company as is hereinafter specified, forthwithproceed to call an Extraordinary General Meeting of the Company and in case of suchrequisition the following provisions shall apply;

(b) The requisition shall set out the matters for the consideration of which theMeeting is to be called shall be signed by the requisitionists and shall be deposited at theRegistered Office of the Company;

(c) The requisition may consist of several documents in like form, each signed by oneor more requisitionists;

(d) The number of Members entitled to requisition a Meeting in regard to any mattershall be such number of them as hold at the date of the deposit of the requisition not lessthan one-tenth of such of the paid-up capital of the Company as at the date carries theright of voting in regard to that matter;

(e) Where two or more distinct matters are specified in the requisition, the provisionsof sub-article (d) shall apply separately in regard to each such matter, and the requisitionshall accordingly be valid only in respect of those matters in regard to which thecondition specified in that sub-article is fulfilled;

(f) If the Board does not, within 21 days from the date of the deposit of a validrequisition in regard to any matters, proceed duly to call a Meeting for the considerationof those matters on a day not later than 45 days from the date of deposit of therequisition, the Meeting may be called by such of the requisitionists as represent eithermajority in value of the paid up Share capital held by all of them or not less than one-tenth of such of the paid up Share capital of the Company as is referred to in sub-article(d) whichever is less. However, for the purpose of this sub-article, the Directors shall, inthe case of a Meeting at which a resolution is to be proposed as a Special Resolution give,such notice thereof as is required by the Act.

(g) A Meeting called under sub-article (f) by the requisitionist or any of them:-

(i) shall be called in the same manner, as nearly as possible, as that in whichMeetings are to be called by the Board, but

(ii) shall not be held after the expiration of 3 months from the date of the depositof the requisition; provided that nothing contained in this sub-clause

(iii) shall be deemed to prevent a Meeting duly commenced before the expiry ofthe period of 3 months aforesaid, from adjourning to some day after the expiryof that period;

(h) Where two or more persons hold any Shares or interest in the Company jointly, arequisition, or a notice calling a Meeting, signed by one or some only of them shall, forthe purposes of this Article have same force and effect as if it had been signed by all ofthem;

(i) Any reasonable expenses incurred by the requisitionists by reason of the failure ofthe Board to call a Meeting shall be reimbursed to the requistionists by the Company; andany sum so reimbursed shall be retained by the Company out of any sums due or tobecome due from the Company by way of fees or other remuneration for their services tosuch of the Directors as were in default.

120 (a) A General Meeting of the Company may be called by giving not less than 21 daysnotice in writing;

(b) A General Meeting may be called after giving shorter notice than that specified insub-article (a) if consent is accorded thereto: -

(i) in the case of an Annual General Meeting by all the Members entitled to votethereat and

(ii) in the case of any other Meeting by Members of the Company holding not lessthan 95% (ninety five per cent) of such part of the paid-up Share capital of theCompany as gives them a right to vote at the Meeting.

Provided that where any Members of the Company are entitled to vote only on someresolution or resolutions to be moved at a Meeting and not on the others, thoseMembers shall be taken into account for the purposes of these sub-articles in respectof the former resolution or resolutions and not in respect of the latter.

121 (a) Every notice of a Meeting of the Company shall specify the place and the day andhour of the Meeting and shall contain a statement of the business to be transacted thereat;

(b) Notice of every Meeting of the Company shall be given:

(i) to every Member of the Company in any manner authorised by Section 53 ofthe Act;

(ii) to the persons entitled to a Share in consequence of the death or insolvencyof a Member by sending it through the post in a prepaid letter addressed to themby name, or by the title of representatives of the deceased, or assignees of theinsolvent or by any like description, at the address, if any, in India supplied forthe purpose by the persons claiming to be so entitled or until such an addresshas been supplied, by giving the notice in any manner in which it might havebeen given if the death or insolvency had not occurred; and

(iii) to the Auditor or Auditors for the time being of the Company in any mannerauthrorised by Section 53 of the Act in the case of any Member or Members ofthe Company.

(c) The accidental omission to give notice to, or the non-receipt of notice by, anyMember or other person to whom it should be given shall not invalidate the proceedingsat the Meeting.

122. (a) In the case of an Annual General Meeting, all business to be transacted at theMeeting shall be deemed special, with the exception of business relating to:-

(i) the consideration of accounts, balance sheet and reports of the Board ofDirectors and Auditors;

(ii) the declaration of a dividend;

(iii) the appointment of Directors in the place of those retiring; and

(iv) the appointment of and the fixing of remuneration of the Auditors; and

(b) In the case of any other Meeting all business shall be deemed special.

(c) Where any items of business to be transacted at the Meeting are deemed to be specialas aforesaid, there shall be annexed to the notice of the Meeting a statement setting out allmaterial facts concerning each item of business, including in particular the nature of theconcern or interest, if any, therein, of every Director, and the manager, if any.

Provided that where any item of special business as aforesaid to be transacted at aMeeting of the Company relates to, or affects any other company, the extent ofshareholding interest in that other company of every Director, and the manager, ifany, of the Company shall also be set out in the statement if the extent of suchshareholding interest is not less than 20% (twenty per cent) of the paid-up capital ofthat other company.

(d) Where any item of business consists of the according of approval to any document bythe Meeting, the time and place where document can be inspected shall be specified inthe statement aforesaid.

123. (1) A resolution shall be an Ordinary Resolution when at a General Meeting ofwhich the notice required under the Act has been duly given, the votes cast (whether on ashow of hands, or on a poll, as the case may be), in favour of the resolution (including thecasting vote, if any, of the Chairman) by Members who, being entitled so to do, vote inperson or where proxies are allowed, by Proxy, exceed the votes, if any, cast against theresolution by Members so entitled and voting.

(2) A resolution shall be a Special Resolution when:-

(a) the intention to propose the resolution as Special Resolution has been dulyspecified in the notice calling the General Meeting or other intimation given to theMembers of the resolution;

(b) the notice required under the Act has been duly given of the General Meeting;and

(c) the votes cast in favour of the resolution (whether on a show of hands, or on apoll as the case may be), by Members who, being entitled so to vote in person, orwhere proxies are allowed, by Proxy, are not less than 3 times the numbers of thevotes, if any, cast against the resolution by the Members so entitled and voting.

124. (1) Where, by any provisions contained in the Act or in These presents, specialnotice is required of any resolution, notice of the intention to move the resolution shall begiven to the Company not less than 14 days before the Meeting at which it is to bemoved, exclusive of the day on which the notice is served or deemed to be served and theday of the Meeting.

(2) The Company shall immediately after the notice of the intention to move any suchresolution has been received by it, give its Members notice of the resolution in the samemanner as it gives notice of the Meeting, or if that is not practicable, shall give themnotice thereof, either by advertisement in a newspaper having an appropriate circulationor in any other mode allowed by These presents, not less than seven days before theMeeting.

PROCEEDINGS AT GENERAL MEETING

125. Five Members personally present shall be a quorum for a General Meeting andno business shall be transacted at any General Meeting unless the requisite quorum ispresent at the commencement of the business.

126. No business shall be discussed at any General Meeting except the election of aChairman whilst the chair is vacant.

127. The Chairman of the Directors shall be entitled to take the chair at every GeneralMeeting. If there be no Chairman or if at any Meeting he shall not be present withinfifteen minutes after the time appointed for holding such Meeting, or is unwilling to act,the Directors present may choose one of their Members to act as Chairman of theMeeting and in default of their doing so, the Members present shall choose one of theDirectors to take the chair and if no Directors present be willing to take the chair, theMembers present shall choose one of their number to be the Chairman of the Meeting.

128. If within half an hour after the time appointed for the holding of a GeneralMeeting a quorum be not present the Meeting if convened on the requisition ofshareholders shall be dissolved and in any other case shall stand adjourned to the sameday in the next week, at the same time and place or to such other day and at such othertime and place as the Directors may determine. If at such adjourned Meeting also aquorum be not present within half an hour from the time appointed for holding theMeeting the Members present shall be a quorum and may transact the business for whichthe Meeting was called.

129. The Chairman with the consent of Meeting may adjourn any Meeting, from timeto time, and from place to place; but no business shall be transacted at any adjournedMeeting other than business which might have been transacted at the Meeting fromwhich the adjournment took place. No notice of an adjourned Meeting shall be necessaryto be given unless the Meeting is adjourned for more than 30 days.

130. At any General Meeting a resolution put to the vote of the Meeting shall bedecided on a show of hands unless a poll is (before or on the declaration of the result onthe show of hands) demanded in the manner hereinafter mentioned, and unless a poll is sodemanded, a declaration by the Chairman that a resolution has, on a show of hands, beencarried or carried unanimously, or by a particular majority, or lost and an entry to thateffect in the book of the proceedings of the Company shall be conclusive evidence of thefact, without proof of the number or proportion of the votes recorded in favour of oragainst such resolution.

131. (a) Before or on the declaration of the result of the voting on any resolution on ashow of hands, a poll may be ordered to be taken by the Chairman of the Meeting of hisown motion, and shall be ordered to be taken by him on a demand made in that behalf bythe person or persons specified below that is to say:-

(i) by at least 5 Members having the right to vote on the resolution and present inperson or by Proxy;

(ii) by any Member or Members present in person or by Proxy and having not lessthan one-tenth of the total voting power in respect of the resolution; or

(iii) by any Member or Members present in person or by Proxy and holding theShares in the Company conferring a right to vote on the resolution, being theShares on which an aggregate sum has been paid up which is not less than one-tenth of the total sum paid up on all the Shares conferring that right.

(b) The demand for a poll may be withdrawn at any time by the person who made thedemand.

132. (a) If a poll is demanded on the election of a Chairman or on a question ofadjournment, it shall be taken forthwith and without adjournment.

(b) A poll demanded on any other question shall be taken at such time not beinglater than 48 hours from the time when the demand was made, as the Chairman maydirect.

133. On a poll taken at a Meeting of the Company, a Member entitled to more thanone vote, or his Proxy or other person entitled to vote for him as the case may be, neednot, if he votes, use all his votes or cast in the same way all the votes he uses.

134 (a) Where a poll is to be taken, the Chairman of the Meeting shall appoint twoscrutineers to scrutinise the votes given on the poll and to report thereon to him;

(b) The Chairman shall have power, at any time before the result of the poll isdeclared, to remove a scrutineer from office and to fill vacancies in the office of thescrutineer arising from such removal or from any other cause;

(c) Of the two scrutineers appointed under this Article, one shall always be aMember (not being an officer or employee of the Company) present at the Meeting,provided that such a Member is available and willing to be appointed.

135. (a) Subject to the provisions of the Act, the Chairman of the Meeting shall havepower to regulate the manner in which a poll shall be taken.

(b) The result of the poll shall be deemed to be the decision of the Meeting on theresolution on which the poll was taken.

136. In the case of an equality of votes, whether on show of hands or on a poll, theChairman of the Meeting at which the show of hands takes place or at which the poll isdemanded, shall be entitled to a casting vote in addition to his own vote or votes to whichhe may be entitled as a Member.

137. The demand for a poll shall not prevent the continuance of a Meeting for thetransaction of any business other than the question on which the poll has been demanded.

138. The Company sha ll cause minutes of all proceedings of General Meetings to beentered in books kept for that purpose. The minutes of each Meeting shall contain a fairand correct summary of the proceedings thereat. All appointments of officer made at anyof the Meetings shall be included in the minutes of the Meetings. Any such minutes, ifpurporting to be signed by the Chairman of the Meeting at which the proceedings tookplace or in the event of the death or inability of that Chairman, by a Director dulyauthorised by the Board for the purpose, shall be evidence of the proceedings.

139. The books containing minutes of proceedings of General Meetings of theCompany shall be kept at the Registered Office of the Company and shall be open to theinspection of any Member without charge, between 11 a.m. and 1 p.m. on all workingdays.

VOTE OF MEMBERS

140. No Member shall be entitled to vote either personally or by Proxy, at any GeneralMeeting or meeting of a class of shareholders, either upon a show of hands or upon a pollin respect of any Shares registered in his name on which any calls or other sums presentlypayable by him have not been paid or, in regard to which the Company has, and hasexercised any right of lien.

Subject to the provisions of these Articles and without prejudice to any special privilegesor restrictions as to voting for the time being attached to any class of Shares for the timebeing forming part of the capital of the Company, every Member not disqualified by thelast preceding Article shall be entitled to be present, and to speak and vote at suchMeeting, and on a show of hands every Member present in person shall have one voteand upon a poll the voting rights of every Member present in person or by Proxy shall bein proportion to his Shares of the paid-up equity Share capital of the Company. Provided,

however, if any preference shareholder be present at any Meeting of the Company, saveas provided in clause (b) of sub-section (2) of Section 87, he shall have a right to voteonly on resolutions placed before the Meeting which directly affect the rights attached tohis preference Shares.

141. On a poll taken at Meeting of the Company a Member entitled to more than onevote, or his Proxy or other person entitled to vote for him, as the case may be, need not, ifhe votes, use all his votes or cast in the same way all the votes he used or may abstainfrom voting.

142. A Member of unsound mind or in respect of whom an order has been made byany Court having jurisdiction in lunacy may vote whether on a show of hands or on apoll, by his committee or other legal guardian and any such committee or guardian mayon poll vote by Proxy, if any Member be a minor, the vote in respect of his Share orShares shall be by his guardian, or any of his guardians, if more than one, to be selectedin case of dispute by the Chairman of the Meeting.

143. If there be joint holders of any Shares, anyone of such person may vote at anyMeeting or may appoint another person (whether a Member or not) as his Proxy inrespect of such Shares, as if he were solely entitled thereto by the Proxy so appointedshall not have any right to speak at the Meeting and, if more than one of such jointholders be present at any Meeting that one of the said persons so present whose namestands higher on the Register shall alone be entitled to speak and to vote in respect ofsuch Shares, but the other joint-holder(s) shall be entitled to be present at the Meeting.Several executors or administrators of a deceased Member in whose name Shares standshall for the purpose of these Articles to be deemed joint holders thereof.

144. Subject to the provisions of these Articles, votes may be given either personally orby Proxy. A body corporate being a Member may vote either by a Proxy or by arepresentative duly authorised in accordance with Section 187 of the Act, and suchrepresentative shall be entitled to exercise the same rights and powers (including therights to vote by. Proxy) on behalf of the body corporate which he represents as the bodycould exercise if it were an individual Member.

145. Any person entitled to transfer any Share may vote at any General Meeting inrespect thereof in the same manner, as if he were the registered holder of such Shares,provided that forty eight hours atleast before the time of holding the Meeting oradjourned Meeting, as the case may be at which he proposes to vote he shall satisfy theDirectors of his right to transfer such Shares and give such indemnity (if any) as theDirectors may require or the Directors shall have previously admitted his right to vote atsuch Meeting in respect thereof.

146. Every Proxy (whether a Member or not) shall be appointed in writing under thehand of the appointer or his attorney, or if such appointer is a corporation under thecommon seal of such corporation, or be signed by an officer or any attorney dulyauthorised by it, and any committee or guardian may appoint such Proxy. The Proxy soappointed shall not have any right to speak at the Meeting.

147. An instrument of Proxy may appoint a Proxy either for the purpose of a particularMeeting specified in the instrument and any adjournment thereof or it may appoint for thepurpose of every Meeting of the Company, or of every Meeting to be held before a datespecified in the instrument and every adjournment of any such Meeting.

148. A Member present by Proxy shall be entitled to vote only on a poll.

149. The instrument appointing a Proxy and the power of attorney or other authority (ifany) under which it is signed or a notarised copy of that power or authority shall bedeposited at the Office not later than forty eight hours before the time for holding theMeeting at which the person named in the instrument proposes to vote, and in default theinstrument of Proxy shall not be treated as valid. No instrument appointing a Proxy shallbe valid after the expiration of twelve months from the date of its execution.

150. Every instrument of Proxy whether for a specified Meeting or otherwise shall, asnearly as circumstances will admit, be in any of the forms set out in Schedule IX of theAct.

151. A vote given in accordance with the terms of an instrument of Proxy shall bevalid notwithstanding the previous death or insanity of the principal, or revocation of theProxy of any power of attorney under which such Proxy was signed, or the transfer of theShare in respect of which the vote is given, provided that no intimation in writing of thedeath or insanity, revocation or transfer shall have been received at the Office before theMeeting.

152. No objection shall be made to the validity of any vote, except at any Meeting orpoll at which such vote shall be tendered, and every vote whether given personally or byProxy, not disallowed at such Meeting or poll shall be deemed valid for all purposes ofsuch Meeting or poll whatsoever.

153. Notwithstanding any thing contained in the foregoing, the Company shall transactsuch business, as may be specified by the Central Government from time to time, throughthe means of postal ballot. In case of resolutions to be passed by postal ballot, no Meetingneed to be held at a specified time and space requiring physical presence of Members toform a quorum. Where a resolution will be passed by postal ballot the Company shall, inaddition to the requirements of giving requisite clear days notice, send to all the Membersthe following:

a. Draft resolution and relevant explanatory statement clearly explaining thereasons thereof.

b. Postal ballot for giving assent or dissent, in writing by Members and

c. Postage prepaid envelope (by registered post) for communicating assents ordissents on the postal ballot to the Company with a request to theMembers to send their communications within 30 days from the date ofdespatch of notice.

154. The Company shall also follow such procedure, for conducting vote by postalballot and for ascertaining the assent or dissent, as may be prescribed by the Act and therelevant Rules made thereunder.

155. The Chairman of any Meeting shall be the sole judge of the validity of every votetendered at such Meeting. The Chairman present at the taking of a poll shall be the solejudge of the validity of every vote tendered at such poll.

MINUTES

156. The Board shall respectively cause minutes of all proceedings of GeneralMeetings and of all proceedings at meetings of the Board or of committee of the Board tobe duly entered in books to be maintained for that purpose in accordance with Section193 of the Companies Act, 1956.

157. The minutes of each meeting shall contain:

(a) The fair and correct summary of the proceedings thereat

(b) Each page of every such book shall be initialed or signed and the last page ofthe record of proceedings of such Meeting in such books shall be dated andsigned by the Chairman of the same Meeting or in the event of the death orliability of that Chairman within that period, by a Director duly authorised by theBoard for the purpose.

(c) In no case the minutes of proceedings of a Meeting shall be attached to anysuch book as aforesaid by pasting or otherwise.

(d) The names of the Directors present at the Meeting, in case of Meeting of theBoard or Committee of the Board.

(e) The names of the Directors, if any, dissenting from or not consenting to theresolution, in the case of each resolution passed at the Meeting of Board orcommittee of the Board.

(f) All appointments of officers made at any Meeting.

(g) Any such minutes shall be evidence of the proceedings recorded therein.

158. The book containing the minutes of proceedings of General Meetings shall bekept at the Office of the Company and shall be open during business hours for suchperiods not being less in the aggregate than two hours in each day as the Directorsdetermine, to the inspection of any Member without charge.

DIRECTORS

159. The number of Directors shall not be less than 3 (three) or more than 12 (twelve).

160. (a) The persons hereinafter named are that the first Directors of the Company:

(1) Dharmender Nath Davar

(2) Dhurba Narayan Ghosh

(3) Bilgi Ratnakar

(b) The first Directors shall hold office until the close of the first Annual GeneralMeeting of the Company.

Provided that, if a vacancy arises in the office of any of the aforesaid first Directorsbefore the close of the first Annual General Meeting of the Company, then suchvacancy may be filled by the Board of Directors at a meeting of the Board.

161. Any trust deed covering the issue of debentures of the Company may provide forthe appointment of a Director (in These presents referred to as “the Debenture Director”)for and on behalf of the debenture holders for such period as is therein provided notexceeding the period for which the debentures or any of them shall remain outstandingand for the removal from office of such Debenture Director and on a vacancy beingcaused whether by resignation, death, removal or otherwise for appointment of aDebenture Director in the vacant place. The Debenture Director shall not be liable toretire by rotation or be removed from office except as provided as aforesaid.

162. The Board shall have power at any time and from time to time to appoint anyother qualified person either to fill a casual vacancy or as an addition to the Board but sothat the total number of Directors shall not at any time exceed the maximum numberfixed. Any Director so appointed shall hold office only until the following AnnualGeneral Meeting of the Company and shall then be eligible for re-election.

163. No Director shall be required to hold any Share or qualification Shares of theCompany.

164. Subject to Section 313 of the Act, the Board may appoint any person to act asalternate Director for a Director during his absence for period of not less than threemonths from the state in which meetings of the Board are ordinarily held and thealternate Director so appointed shall not hold office as such for a period longer than thatpermissible to the original Director in whose place he had been appointed and shallvacate the office if and when the original Director returns. The alternate Director shall beentitled to notice of the Meeting of the Board and to attend and vote there accordingly buthe shall not be required to hold any qualification Share.

165. Each Director other than a whole time Director or the Managing Director, or aDirector who is a Government servant, shall be paid out of the funds of the Company byway of remuneration for his services such sum as may be prescribed by the Act or by theCentral Government from time to time and applicable to the Company or such loweramount as may be determined by the Board of Directors.

166. Subject to the provisions of Article 165 in the case of a Government servant theDirectors may allow and pay to any Director who is not a bona fide resident of the placewhere a Meeting is held and who shall come to such place for the purpose of attending aMeeting such sum as the Directors may consider fair compensation for travelling, hoteland other expenses in addition to his remuneration as above specified and the Directorsmay, from time to time, fix the remuneration to be paid to any Member or Members oftheir body constituting a committee appointed by the Directors in terms of These presentsand may pay the same.

167. Subject to the provisions of Article 166 in the case of a Government servant ifany Director, being willing, shall be called upon to perform extra services or to make anyspecial exertions in going out or residing at a particular place or otherwise for any of thepurposes of the Company, the Company may remunerate such Director either by a fixedsum or otherwise as may be determined by the Directors and such remuneration may beeither in addition to or in substitution for his remuneration above provided.

168. (1) Subject to the provision of Section 283(1) of the Act, the office of a Directorshall become vacant if;

(a) he is found to be of unsound mind by a court of competent jurisdiction; or(b) he applied to be adjudicated an insolvent; or(c) he is adjudged an insolvent; or(d) he is convicted by a court of any offence involving moral turpitude and

sentenced in respect thereof to imprisonment for not less than six months; or(e) he fails to pay any calls in respect of Shares held by him alone or jointly with

others within 6 months from the last date fixed for the payment of such callsmade unless the Central Government has, by notification in the officialGazette, removed the disqualification incurred by such failure; or

(f) he absents himself from 3 consecutive Meetings of the Directors or from allMeetings of the Directors for continuous period of 3 months whichever is thelonger without leave of absence from the Board of Directors; or

(g) he (whether by himself or by any person for his benefit or on his account), orany firm in which he is a partner or any private company of which he is aDirector accepts a loan or guarantee or security for a loan from the Companyin contravention of Section 295 of the Act; or

(h) he acts in contravention of Section 299 of the Act; or(i) he becomes disqualified by an order of the court; or(j) he is removed in pursuance of Section 284 of the Act by an Ordinary

Resolution of the Company before the expiry of his period of office; or(k) he resigns office by notice in writing addressed to the Company or to the

Directors; or(l) he, his relative or partner or any firm in which he or his relative is a partner or

any private company of which he is a Director or Member holds any office ofprofit under the Company or any subsidiary thereof in contravention ofSection 314 of the Act, or

(m) having been appointed a Director by virtue of his holding any office or otheremployment in the Company, he ceases to hold such office or otheremployment in the Company.

(2) Notwithstanding anything contained in clauses (c), (d) and (i) of sub-article (1), thedisqualification referred to in those clauses shall not take effect;

(a) For 30 days from the date of adjudication or sentence or order;

(b) Where any appeal or petition is preferred within the 30 days aforesaid againstthe adjudication, sentence or conviction resulting in the sentence or order untilthe expiry of 7 days from the date on which such appeal or petition is disposedof; or

(c) Where within 7 days aforesaid any further appeal or petition is preferred inrespect of the adjudication, sentence, conviction or order and the appeal orpetition, if allowed, would result in the removal of the disqualification, untilsuch further appeal or petition disposed of.

169. (a) Every Director of the Company who is in any way, whether directly or indirectlyconcerned or interested in a contract or arrangement, or proposed contract or arrangemententered into or to be entered into, by or on behalf of the Company, shall disclose thenature of his concern or interest at a Meeting of the Board of Directors.

(b) (i) In the case of proposed contract or arrangement the disclosure required to be madeby a Director under sub-article(a) shall be made at a Meeting of the Board at which thequestion of entering into the contract or arrangement is first taken into consideration, or ifthe Director was not at the date of that Meeting, concerned or interested in the proposedcontract or arrangement at the first meeting of the Board held after he becomes soconcerned or interested;

(ii) In the case of any other contract or arrangement, the required disclosure shall bemade at the first Meeting of the Board held after the Director becomes concerned orinterested in the contract or arrangement.

(c) (i) For the purpose of sub-articles (a) and (b), a general notice given to the Board byDirector, to the effect that he is a Director or a Member of a specified body corporate oris a Member of a specified firm and is to be regarded as concerned or interested in anycontract or arrangement which may after the date of the notice, be entered into with thatbody corporate or firm, shall be deemed to be a sufficient disclosure of concern orinterest in relation to any contract or arrangement so made;

(ii) Any such general notice shall expire at the end of the financial year in which it isgiven, but may be renewed for further periods of one financial year at a time, by a freshnotice given in the last month of the financial year in which it would otherwise expire.

(iii) No such general notice, and no renewal thereof shall be of effect unless either itis given at a meeting of the Board or the Director concerned takes reasonable steps tosecure that it is brought up and read at the first meeting of the Board after it is given.

(d) Nothing in this Article shall be taken to prejudice the operation of any rule of lawrestricting a Director of the Company from having any concern or interest in anycontracts, or arrangements with the Company.

(e) Nothing in this Article shall apply to any contract or arrangement entered into or to beentered into between the Company and any other company where any of the Directors ofthe Company or two or more of them together holds or hold not more than 2% (two percent) of the paid up Share capital in the other company.

170 (1) No Director of the Company shall, as a Director, take any part in the discussionof, or vote on, any contract or arrangement entered into, or to be entered into, by or onbehalf of the Company, if he is in any way, whether directly or indirectly, concerned orinterested in the contract or arrangement; nor shall his presence count for the purpose offorming a quorum at the time of any such discussion or vote; and if he does vote; hisvote shall be void.

(2) This Article shall not apply to:-

(a) any contract of indemnity against any loss which the Directors or any one ormore of them may suffer by reason of becoming or being sureties or surety forthe Company;

(b) any contract or arrangement entered into or to be entered into with a publiccompany, or a private company, which is a subsidiary of a public company, inwhich the interest of the Director aforesaid consists solely –

(i) in his being a Director of such company and the holder of not morethan Shares of such number or value therein as is requisite to qualifyhim for appointment as a Director thereof, he having been nominatedas such Director by the Company, or

(ii) in his being a Member holding not more than 2% ( two per cent) of thepaid-up Share capital of such other company.

171. A Director of this Company may be, or become a Director of any companypromoted by this Company, or in which it may be interested as a vendor, Member orotherwise and subject to the provisions of the Act and These presents no such Directorshall be accountable for any benefits received as Director or Member of such company.

ROTATION OF DIRECTORS

172. At every Annual General Meeting of the Company other than the first AnnualGeneral Meeting one-third of such of the Directors for the time being as are liable toretire by rotation or, if their number is not 3 or a multiple of 3, then the number nearest toone-third shall retire from office.

173. The Directors to retire by rotation at every Annual General Meeting shall bethose (other than Debenture Director) who have been longest in office since their lastappointment, but as between persons who became Directors on the same day those whoare to retire shall (unless they otherwise agree among themselves) be determined by lot.

174. A retiring Director shall be eligible for re-election.

175. The Company in General Meeting may, subject to the provisions of theseArticles, from time to time, appoint new Directors and may increase or reduce thenumber of Directors in office by passing an Ordinary Resolution.

176. The Company at the General Meeting at which a Director retires in manneraforesaid may fill the vacated office by appointing the retiring Director or some otherperson thereto.

177. If the place of the retiring Director is not so filled up and the Meeting has notexpressly resolved not to fill the vacancy, the Meeting shall stand adjourned till the sameday in the next week, at the same time and place, or if that day is a public holiday, till thenext succeeding day which is not a public holiday, at the same time and place and if atthe adjourned Meeting also, the place of the retiring Director is not filled up and thatMeeting also has not expressly resolved not to fill the vacancy, the retiring Director shallbe deemed to have been re-appointed at the adjourned Meeting unless:-

(i) at that Meeting or at the previous Meeting a resolution for the re-appointmentof such Director has been put to the Meeting and lost;

(ii) the retiring Director has, by a notice in writing addressed to the Company orits Board of Directors, expressed unwillingness to be so re-appointed;

(iii) he is qualified or is disqualified for appointment;(iv) a resolution, whether Special or Ordinary, is required for his appointment by

virtue of any provisions of the Act;the proviso to sub-article (2) of Article 178 or sub-article (3) of Article 178 is applicableto the case.

178. (1) At every Annual General Meeting of the Company, a motion shall not be madefor the appointment of two more persons as Directors of the Company by a singleresolution, unless a resolution that it shall be so made has first been agreed to by theMeeting without any vote being given against it.

(2) A resolution moved in contravention of sub-article (1) of this Article shall bevoid whether or not objection was taken at the time to its being so moved; Provided thatwhere a resolution so moved is passed, no provision for the automatic re-appointment ofretiring Directors in default of another appointment shall apply.

(3) For the purposes of this Article, a motion for approving a person’s appointmentor for nominating a person for appointment shall be treated as a motion for hisappointment.

179. (1) No person, not being a retiring Director, shall be eligible for election to theoffice of Directors at any General Meeting, unless he or some other Member intending topropose him has, at least 14 clear days before the Meeting, left at the office a notice inwriting under his hand signifying his candidature for the office of Director or theintention of such Member to propose him.

(2) The Company shall inform its Members of the candidature of a person for theoffice of Director or the intention of a Member to propose such person as a candidate forthat office by serving individual notices on the Members not less than seven days beforethe Meeting. Provided that it shall not be necessary for the Company to serve individualnotice upon the Members as aforesaid if the Company advertises such candidature orintention not less than 7 days before the Meeting in at least two newspapers circulating inthe place where the Registered Office of the Company is located, of which one ispublished in the English language and the other in the regional language of that place.

180. (a) The Company may by Ordinary Resolution remove a Director, (not being aDebenture Director) before the expiry of his period of office.

(b) Special Notice shall be required of any resolution to remove a Director under thisArticle or to appoint somebody instead of a Director so removed at the Meeting at whichhe is removed.

(c) On receipt of notice of a resolution to remove a Director under this Article, theCompany shall forthwith send a copy thereof to the Director concerned, and the Director(whether or not he is a Member of the Company) shall be entitled to be heard on theresolution at the Meeting.

(d) Where notice is given of a resolution to remove a Director under this Article and theDirector concerned makes with respect thereto representations in writing to the Company(not exceeding a reasonable length) and requests their notification to Members of theCompany, the Company shall, unless the representations are received by it too late for itto do so:-

(i) in any notice of the resolution given to Members of the Company, state the factof the representations having been made, and

(ii) send a copy of the representations to every Member of the Company to whomnotice of the Meeting is sent (whether before or after receipt of the representationsby the Company) and if a copy of the representations is not sent as aforesaidbecause they were received too late or because of the Company’s default, theDirector may (without prejudice to his right to be heard orally) require that therepresentations shall be read out at the Meeting; Provided that, copies of therepresentations need not be sent out and the representations need not be read outat the Meeting, if on the application either of the Company or of any other personwho claims to be aggrieved, the Court is satisfied that the rights conferred by thissub-article are being abused to secure needless publicity for defamatory matter.

(e) A vacancy created by the removal of a Director under this Article may, if he had beenappointed by the Company in General Meeting or by the Board, be filled by theappointment of another Director in his stead, by the Meeting at which he is removed,provided special notice of the intended appointment has been given under sub-article (b)of this Article. A Director so appointed shall hold office until the date up to which hispredecessor would have held office if he had not been removed as aforesaid.

(f) If the vacancy is not filled under sub-article (e) of this Article, it may be filled as acasual vacancy in accordance with the provisions so far as they may be applicable ofArticle 162 and all the provisions of that Article shall apply accordingly; Provided thatthe Director who was removed from office shall not be re-appointed as a Director by theBoard of Directors.

PROCEEDINGS OF MEETINGS OF DIRECTORS

181 (i) The Board of Director may meet for the dispatch of business, adjourn andotherwise regulate its meetings, as it thinks fit.

(ii) The quorum for a meeting of the Board of Directors shall be one-third of its totalstrength (any fraction contained in that one-third being rounded off as one) or twoDirectors whichever is higher.

(iii) Subject to the provisions of Sections 297, 299 and 300 of the Companies Act,1956, no Director or firm of which he is a partner or any partner of such firm or anyprivate company of which he is a Member or director shall be disqualified fromcontracting with the Company nor shall any such contract or any contract or arrangemententered into by or on behalf of the Company with any company, partnership of or inwhich any Director shall be Member or otherwise interested be avoided nor shall anyDirector so contracting or being such Member or so interested be liable to account to theCompany for any profits realized by such contract or arrangement by reason only of suchDirector holding that office or of the fiduciary relation thereby established but the natureof their or his interest must be disclosed by him or them at the meeting of Directors atwhich the contract or arrangement is determined, if the first meeting of the Directors heldafter the acquisition of the interest . A general notice that any Director is a Member ofany specified firm or company and is to be regarded as interested in any subsequenttransaction with such firm or company shall as regards any such transaction be sufficientdisclosure under this Article and after such general notice it shall not be necessary to giveany special notice relating to any particular transaction with such firm or company.

(iv) A Director, manager or secretary on the requisition of a Director shall at anytime, summon a Meeting of the Board.

(v) Save as otherwise expressly provided in the Act, questions arising at any meetingof the Board shall be decided by a majority of votes.

(vi) In case of an equality of votes, the chairman of the Board, if any, shall have asecond or a casting vote.

(vii) The continuing Director may act notwithstanding any vacancy in the Board; butif and so long as their number is reduced below the quorum fixed by These presents for ameeting of the Board, the continuing Director or Directors may act for the purpose ofincreasing the number of Directors to that fixed for quorum, or of summoning a GeneralMeeting of the Company, but for no other purpose.

(viii) The Board may elect a chairman for its Meetings and determine the period forwhich he is to hold office.

(ix) If no such chairman is elected, or if at any Meeting the chairman is not presentwithin five minutes after the time appointed for holding the Meeting, the Directorspresent may choose one of their numbers to be chairman of the Meeting.

(x) The Board may, subject to the provisions of the Act, delegate any of its powersto committee consisting of such Member or Members of its body as it thinks fit.

(xi) Any committee so formed shall, in the exercise of the powers so delegated,conform to any regulations that may be imposed on it by the Board.

(a) A committee may elect a chairman of its Meetings.

(b) If no such chairman is elected, or if at any Meeting the chairman is not presentwithin five minutes after the time appointed for holding the Meeting, theMembers present may choose one of their number to be chairman of the Meeting.

(xii) A committee may meet and adjourn as it thinks proper.

(xiii) Question arising at any Meeting of a committee shall be determined by amajority of votes of the Members present, and in case of an equality of votes, thechairman shall have a second or casting vote.

(xiv) All acts done by any Meeting of the Board or of a committee thereof or by anyperson acting as a Director, shall notwithstanding that it may be afterwards discoveredthat there was some defect in the appointment of any one or more of such Directors or ofany person acting as aforesaid, or that they or any of them were disqualified, be as validas if every such Director or such person had been duly appointed and was qualified to bea Director.

(xv) Save as otherwise expressly provided in the Act, a resolution in writing signedby all the Members of the Board or of a committee there of, for the time being entitled toreceive notice of a meeting of the Board or committee shall be as valid and effectual as ifit had been passed at a meeting of the Board or committee, duly convened and held.

POWERS OF DIRECTORS

182. Subject to the provisions of the Act, the Board shall be entitled to exercise all suchpowers and to do all such acts and things as the Company is authorized to exercise anddo.

Provided that the Board shall not exercise any power or do any act or thing which isdirected or required by the Act to be exercised or done by the Company in GeneralMeeting.

Provided further that in exercising any such power or doing any such act or thing, theBoard shall be subject to the provisions in that behalf, contained in the Act or in theMemorandum or Articles of the Company or in any regulation not inconsistent therewithand made thereunder including regulations made by the Company in General Meeting.

183. The Board shall exercise the following powers on behalf of the Company, and itshall do so only by means of resolutions passed at its meetings:-

(i) the power to make calls on shareholders in respect of money unpaid on theirShares;

(ii) the power to issue debentures;(iii) the power to borrow moneys otherwise than by debentures;(iv) the power to invest the funds of the Company; and(v) the power to make loans;

Provided that the Board may, by a resolution passed at a meeting, delegate to anycommittee of Directors, the managing Director, the manager, or any other principalofficer or in the case of a branch office of the Company, the principal officer of thebranch office, of the Company the powers specified in clauses (c) (d) and (e) to the extentspecified in Section 292 of the Act.

184. The Board shall not except with the consent of the Company in GeneralMeetings:-

(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of theundertaking of the Company, or where the Company owns more than one undertaking ofthe whole, or substantially the whole, of any such undertaking;

(b) remit, or give time for the re-payment of, any debt due by a Director.

(c) Invest, otherwise than in trust securities, the sale proceeds resulting from theacquisition, without the consent of the Company, of any such undertaking as is referred toin clause (a), or of any premises or properties used for any such undertaking and withoutwhich it cannot be carried on or can be carried on only with difficulty or only after aconsiderable time;

(d) Subject to Sections 58A, 292 and 293 of the Act, borrow moneys where the moneysto be borrowed together with the moneys already borrowed by the Company, (apart fromtemporary loans obtained from the Company’s bankers in the ordinary course ofbusiness) will exceed the aggregate of the paid-up capital of the Company and its freereserves, that is to say reserves not set apart for any specific purpose; or

(e) Contribute, to charitable and other funds not directly relating to the business of theCompany, or the welfare of its employees, any amounts the aggregate of which all, in anyfinancial year, exceed Rs.25,000/- (Rupees twenty five thousand) or 5% (five per cent) ofits average net profits as determined in accordance, with the Act during the 3 financialyears immediately preceding, whichever is greater.

185. Without prejudice to the general powers conferred by Article 182 and the otherpowers conferred by These presents but subject, however, to the provisions of the Act, itis hereby expressly declared that the Directors shall have the following powers:-

1. To pay the costs, charges and expenses preliminary and incidental to the promotion,formation, establishment and registration of the Company.

2. To have an Official Seal for use abroad.3. To keep foreign Register in accordance with the provisions of the Act.4. To purchase or otherwise acquire for the Company any property rights or privilegeswhich the Company is authorised to acquire at such price and on such terms andconditions as they think fit.5. At their discretion to pay for any property or rights or privileges acquired by or

services rendered to the Company, either wholly or partially in cash, or in Shares,bonds, debentures, debenture stock or other Securities of the Company, and any suchShares may be issued whether as fully paid up or with such amount credited as paidup thereon as may be agreed upon; and any such bonds, debentures, debenture stockor other Securities may be either specially charged upon all or any part of theproperty of the Company and its uncalled capital or not so charged.

6. To insure and keep insured against loss or damage by fire or otherwise for suchperiod and to such extent as they may think proper all or any part of the buildings,machinery, goods, stores, produce and other movable property of the Companyeither separately or conjointly; also to insure all or any portion of the goods,produce, machinery and other articles imported or exported by the Company and tosell, assign, surrender or discontinue any polices of assurance effected in pursuanceof this power.

7. To open accounts with any bank or bankers or with any Company, firm or individualand to pay money into and draw money from any such account, from time to time, asthe Directors may think fit.

8. To secure the fulfilment of any contracts or engagements entered into by theCompany by mortgage or charge of all or any of the property of the Company and itsunpaid capital for the time being or in such other manner as they think fit.

9. To attach to any Shares to be issued as the consideration or part of the considerationfor any contract with or property acquired by the Company, or in payment forservices rendered to the Company, such conditions as to the transfer thereof as theythink fit.

10. To accept from any Member on such terms and conditions as shall be agreed asurrender of his Shares or stocks or any part thereof.

11. To appoint any person or persons (whether incorporated or not) to accept and hold intrust for the Company any property belonging to the Company or in which it isinterested, or for any other purposes and to execute and do all such acts and things asmay be requisite in relation to any such trust and to provide for the remuneration ofsuch trustee or trustees.

12. To institute, conduct, defend, compound or abandon any legal proceedings by oragainst the Company or its officers or otherwise concerning the affairs of theCompany, and also to compound and allow time for payment or satisfaction of anydebt due or of any claims or demands by or against the Company.

13. To refer any claim or demand by or against the Company to arbitration and observeand perform the awards.

14. To act on behalf of the Company in all matters relating to bankrupts and insolvents.15. To make and give receipts, releases and other discharges for moneys payable to the

Company and for the claims and demands of the Company.

16. To determine from time to time who shall be entitled to sign on the Company’sbehalf bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants,releases, contracts and documents.

17. To invest and deal with any of the moneys of the Company not immediately requiredfor the purposes thereof, upon such securities and in such manner as they may thinkfit and from time to time to vary or realise such investments.

18. To execute in the name and on behalf of the Company in favour of any Director orother person who may incur or be about to incur any personal liability for the benefitof the Company such mortgages of the Company’s property (present and future) asthey think fit, and any such mortgages may contain a power of sale and such otherpowers, covenants, and provisions as shall be agreed on.

19. To give to any Director, officer or other person employed by the Company aninterest in any particular business or transaction either by way of commission on thegross expenditure thereon or otherwise or a Share in the general profits of theCompany, and such interest, commission or Share of profits shall be treated as a partof the working expenses of the Company; Provided that the Shares of general profitsof the Company payable to the Directors or to the officers of the Company shall notexceed in the aggregate a sum equivalent to 3% (three per cent) of the net profits ofthe Company as determined in accordance with the provisions of Sections 349 and350 of the Act; Provided further that this limitation or restriction on the percentageof net profits shall not be applicable to any distribution of a general bonus toemployees of the Company.

20. To provide for the welfare of employees or ex-employees of the Company and thewives, and families or the dependents or connections of such persons, by building orcontributing to the building of houses or dwellings, or by grants or money pensions,allowances, bonus or other payments or by creating and from time to timesubscribing or contributing to provident and other associations, institutions, funds ortrusts and by providing or subscribing or contributing towards places of instructionand recreation, hospitals and dispensaries, medical and other attendance and otherassistance as the Company shall think fit.

21. Subject to the provisions of Section 293 of the Act, and Article 184, to subscribe orguarantee money for any national, charitable, benevolent, public, general or usefulobject or for any exhibition or to any institution, club, society or fund.

22. The Directors may, before recommending any dividend, set aside out of the profitsof the Company such sums as they may think proper for depreciation or to adepreciation fund or as reserve or to a reserve fund or sinking fund or any specialfund to meet contingencies or to repay redeemable preference Shares or debenturesor for payment of dividends or for equalising dividends or for repairing, improving,extending and maintaining any part of the property of the Company, or for suchother purposes as the Directors may in their absolute discretion think conducive tothe interests of the Company; and the Directors may invest the several sums so setaside or so much thereof as required to be invested upon such investments (subject tothe restrictions imposed by the Act) as the Directors may think fit; and from time totime deal with and vary such investments and impose of and apply and expend all orany part thereof for the benefit of the Company, in such manner and for suchpurposes as the Directors (subject to such restrictions as aforesaid) in their absolute

discretion think conducive to the interests of the Company notwithstanding that, thematters to which the Directors apply or upon which they expend the same, or anypart thereof may be matters to or upon which the capital moneys of the Companymight rightly be applied or expended; and the Directors may divide the reserve orany fund into such special funds and transfer any sum from one fund to another asthe Directors may think fit, and may employ the assets constituting all or any of theabove funds, including the Depreciation Fund, in the business of the Company or inthe purchase or repayment of redeemable preference Shares or debentures and thatwithout being bound to keep the same separate from the other assets, and withoutbeing bound to pay interest on the same, with power, however, to the Directors attheir discretion to pay or allow to the credit of such fund interest at such rate as theDirectors may think proper, not exceeding 5% (five per cent) per annum.

23. To appoint and at their discretion remove or suspend such committee or committeesof experts, technicians or advisers or such managers, officers, clerks, employees, andagents for permanent, temporary or special services as they may, from time to time,think fit, and to determine their powers and duties and fix their salaries andemoluments and require security in such instances and to such amounts as they maythink fit, and also without prejudice as aforesaid, from time to time to provide for themanagement and transaction of the affairs of the Company in any specified localityin India in such manner as they think fit

24. To comply with the requirements of any local law which, in their opinion, in theinterest of the Company, is necessary or expedient to comply with.

25. From time to time and at any time, to establish any local board for managing any ofthe affairs of the Company in any specified locality in India or elsewhere and toappoint any persons to be Members of any local boards and to fix theirremuneration. And from time to time and at any time, but subject to provisions ofSection 292 and 293 of the Act and Article 181 to delegate to any person soappointed any of the powers, authorities and discretions for the time being vested inthe Directors, and to authorise the Members for the time being of any such localboard, or any of them to fill up any vacancies therein and to act notwithstandingvacancies and any such appointment or delegation may be made on such terms andsubject to such conditions as the Directors may think fit, and the Directors may atany time remove any person so appointed, and may annul or vary any suchdelegation. Any such delegates may be authorised by the Directors to sub-delegateall or any of the powers, authorities and discretions for the time being vested inthem.

26. At any time and from time to time but subject to the provisions of Sections 292 and293 of the Act by power of attorney to appoint any person or persons to be attorneyor attorneys of the Company for such purposes and with such powers, authorities anddiscretions (not exceeding those vested in or exercisable by the Directors underThese presents) and for such period and subject to such conditions as the Directorsmay from time to time think fit and any such appointment (if the Directors think fit)

may be made in favour of the Members or any of the Members of any local boardestablished as aforesaid, or in favour of any company or the Members, Directors,nominees or managers of any company or firm or otherwise in favour of anyfluctuating body or persons whether nominated directly or indirectly by the Directorsand any such power of attorney may contain such powers for the protection orconvenience of persons dealing with such attorney as the Directors may think fit.

27. Subject to the provisions of the Act and these Articles, to delegate the powers,authorities and discretions vested in the Directors to any person, firm, company orfluctuating body of persons as aforesaid.

28. Any such delegate or attorney as aforesaid may be authorised by the Directors tosub-delegate all or any of the powers, authorities and discretions for the time beingvested in him.

29. To enter into all such negotiations and contracts and rescind and vary all suchcontracts and execute and do all such acts, deeds and things in the name and onbehalf of the Company as they may consider expedient for or in relation to any of thematter aforesaid or otherwise for the purpose of the Company.

MANAGING DIRECTOR

186. The Board may, from time to time, subject to Section 197A of the Act, appointone or more of their body to the office of the Managing Director (by whatever namecalled) for such period and on such terms as they think fit and subject to the terms thatany arrangement entered into in any particular case may revoke such appointment. His/their appointment shall be automatically terminated if he/ they cease to beDirector/Directors.

187 The Managing Director shall, subject to the control and supervision of theDirectors undertake the management of the Company and perform all the administrativefunctions and other duties of the Company necessary for the effective transaction of itsbusiness with full powers to do all acts, matters and things deemed necessary, proper andexpedient thereof and generally to exercise all the power and authorities of the Companyexcept such of them as by the Act or any statutory modifications thereof for the timebeing in force or by These presents are or may be expressly directed to be exercised bythe Company in a General Meeting or by the Board, provided that on subsequentregulation it shall invalidate any prior act of the Managing Director which would havebeen valid if such regulation had not been made.

188. A Managing Director may not be paid any remuneration or may be paid suchremuneration (whether by way of salary, commission or participation in profits or partlyin one way and partly in another) as the Board may determine.

189. Subject to the provisions of the Act, the Directors may from time to time entrustto and confer upon the Managing Director or the whole time Director, for the time being,such of the powers exercisable under These presents by the Directors as they may thinkfit, and may confer such powers for such time and to be exercised for such objects andpurposes and upon such terms and conditions, and with such restrictions as thinkexpedient, and they may confer such powers, either collaterally with or to the exclusionof and in substitution for, all or any of the powers of the Directors, in that behalf, andmay from time to time revoke, withdraw, alter or vary all or any of such powers.

WHOLE TIME DIRECTORS

190 (a) The Board may also appoint one or more Whole Time Directors to look after thecarrying of the day to day business operations of the Company and their remunerationshall also be fixed by the Board, subject to Section 314 of the Companies Act,1956.

(b) The whole time Directors shall work under the control and supervision of theBoard and shall exercise such powers as may be determined by the Board. However, incase the Board does not appoint a Managing Director, the whole time Director orDirectors shall have the powers as are conferred by these Articles on the ManagingDirector.

THE SEAL

191. (i) The Company shall have a Common Seal and the Directors shall provide for thesafe custody thereof.

(ii) The Seal of the Company shall not be affixed to any instrument except by theauthority of the resolution of the Board or a committee of the Board authorized by it inthat behalf and except in the presence of at least one Director or two Directors, if sorequired by law and such Director/Directors shall sign every instrument to which the Sealof the Company is so affixed in his/their presence. Such signatures shall be conclusiveevidence of the fact that the Seal has been properly affixed. This is, however, subject toRule 6 of Companies (Issue of Share Certificates) Rules, 1960.

192. The Company may exercise the powers conferred by Section 50 of the Act andsuch powers shall accordingly be vested in the Directors.

ACCOUNTS

193. The Directors shall cause true accounts to be kept of (a) all sums of moneyreceived expended by the Company and the matters in respect of which such receipt andexpenditure take place (b) all sales and purchases of goods by the Company and (c) theassets, credits and liabilities of the Company, and of all its commercial, financial andother affairs, transaction and engagement and of all other matters, necessary for showingthe true financial state and condition of the Company, and the accounts shall be kept inEnglish in such manner as the Directors may deem fit; and the books of accounts shall bekept at the Registered Office or subject to the provisions of the Act, at such other place orplaces in India as the Directors think fit and shall be open to inspection by the Directorsduring business hours.

194. The Directors shall, from time to time, determine whether and to what extent andat what times and places and under what conditions or regulations the accounts and booksof the Company or any of them shall be open for the inspection of Members not beingDirector and no Member (not being a Director) shall have any right of inspecting anyAccount or book or document of the Company except as conferred by law or authorisedby the Board or by the Company in General Meeting.

195. Once at least in every calendar year the Directors shall place before the Companyin Annual General Meeting a profit and loss account for the period since the precedingaccount and a balance sheet containing a summary of the property and liabilities of theCompany made up to a date not more than 6 months before the Meeting or in case wherean extension of time has been granted for holding the Meeting upto such extended timeand every such balance sheet shall as required by Section 217 of the Act, be accompaniedby a report ( to be attached thereto) of the Directors as to the state and condition of theCompany, and as to the amount (if any) set aside by them for the reserve fund, generalreserve or reserve account shown specifically in the balance sheet or to be shownspecifically in a subsequent balance sheet.

196. Every balance sheet and profit and loss account of the Company shall give a trueand fair view of the state of affairs of the Company and shall, subject to the provisions ofSection 211 of the Act, be in the forms set out in Parts I and II respectively of ScheduleVI of the Act, or as near thereto as circumstances admit.

197. The balance sheet and the profit and loss account shall be signed by 2 Directors orwhen only one Director is for the time being in India by such Director and by themanager or secretary. The balance sheet and the profit and loss account shall beapproved by the Board of Directors before they are signed on behalf of the Board inaccordance with the provisions of this Article and before they are submitted to theAuditors for their report thereon. The Auditors’ report shall be attached to the balancesheet and the profit and loss account or there shall be inserted at the foot of the balancesheet and profit and loss account a reference to the report. A copy of such balance sheetand profit and loss account so audited together with a copy of the Auditors’ report shall atleast 21 days before the Meeting at which the same are to be laid before the Members of

the Company, subject to the provisions of Section 219 of the Act, be sent to everyMember of the Company and every debenture holder of whose address the Company isaware and a copy of the same shall be deposited at the Office for inspection by theMembers of the Company during a period of at least 21 days before that Meeting.

198. After the balance sheet and profit and loss account have been laid before theCompany at an Annual General Meeting, 3 copies thereof signed by the manager orsecretary or as required by Section 220 of the Act shall be filed with the Registrar ofCompanies together with the requisite returns in accordance with the requirements ofSections 159 and 161 of the Act.

199. Once at least in every year the accounts of the Company shall be balanced andaudited and the correctness of the profit and loss account and balance sheet ascertainedby one or more Auditor or Auditors.

200. The Company at each Annual General Meeting shall appoint an Auditor orAuditors being chartered accountant or accountants to hold office until the next AnnualGeneral Meeting and the following provisions shall have effect, that is to say –

(1) If an appointment or reappointment of an Auditor or Auditors is not made at anAnnual General Meeting, the Company shall, within 7 days thereof, give notice ofthat fact to the Central Government who may appoint an Auditor of the Companyfor the current year, and fix the remuneration to be paid to him by the Company forhis services.

(2) The Directors may fill up any casual vacancy that may occur in the office ofAuditor by the appointment of a person being a chartered accountant who shall holdsuch office until the conclusion of the next Annual General Meeting, but while anysuch vacancy continues, the surviving or continuing Auditor or Auditors (if any)may act: Provided that where such vacancy is caused by the resignation of theAuditor, the vacancy shall only be filled by the Company in General Meeting.

(3) A body corporate, a Director, officer or employee of the Company, or a partneror person in the employment of such Director, officer or employee or any person,indebted to the Company for an amount exceeding Rs.1,000/- (one thousand) or whohas given any guarantee or provided any security in connection with theindebtedness of any third person to the Company for an amount exceedingRs.1,000/- (one thousand) shall not be appointed Auditor of the Company.

(4) If any person after being appointed Auditor, becomes disqualified under sub-article (3) he shall be deemed to have vacated his office.

(5) Retiring Auditors shall subject to the provisions of sub-section(2) of Section 224of the Act be reappointed.

(6) No person other than a retiring Auditor shall be capable of being appointed tothe office of Auditor at any Annual General Meeting unless special notice of aresolution for appointment of that person to the office of Auditor has been given bya Member to the Company not less than 14 days before the Meeting in accordancewith Section 190 of the Act, and the Company shall send a copy of any such noticeto the retiring Auditor and shall give notice thereof to the Members in accordancewith Section 190 of the Act and all the other provisions of Section 225 of the Actshall be complied with. The provisions of this sub-article shall also apply to aresolution that a retiring Auditor shall not be reappointed.

201. The remuneration of the Auditors of the Company shall be fixed by the Companyin General Meeting except that the remuneration of any Auditors appointed to fill anycasual vacancy, may be fixed by the Directors and where his appointment has been madeby the Central Government pursuant to sub-article (1) of the last preceding Article 200, itmay be fixed by the Central Government.

202. Every Auditor of the Company shall have a right of access at all the times to thebooks and accounts and vouchers of the Company and shall be entitled to require fromthe Directors and officers of the Company such information and explanation as may benecessary for the performance of the duties of the Auditors and the Auditors shall makereport to the shareholders on the accounts examined by them, and on every balance sheetand profit and loss account and every other document declared by the Act to be part of orannexed to the balance sheet or profit and loss account, which are laid before theCompany in General Meeting during their tenure of office, and the report shall statewhether, in their opinion and to the best of their information and according to theexplanations given to them, the said Accounts give the information required by the Act inthe manner so required and give a true and fair view: (i) in the case of the balance sheet,of the state of the Company’s affairs as at the end of its financial year, and (ii) in the caseof the profit and loss account, of the profit or loss for its financial year. The Auditors’report shall also state (a) whether they had obtained all the information and explanationswhich to the best of their knowledge and belief, were necessary for the purpose of theiraudit; (b) whether, in their opinion, proper books of account as required by law have beenkept by the Company so far as appears from the examination of those books and properreturns adequate for the purpose of their audit have been received from the branches notvisited by them; and (c) whether the Company’s balance sheet and profit and loss accountdealt with by the report are in agreement with the books of account and returns, whereany of the matters referred to in items (i) and (ii) or (a), (b) and (c) aforesaid is answeredin the negative or with a qualification, the Auditors’ report shall state the reason for thesame. The Auditors’ report shall be attached to the balance sheet and profit and lossaccount or set out at the foot thereof and such report shall be read before the Company inAnnual General Meeting and shall be open to inspection by any Member of theCompany.

203. All notices of, and other communications related to, any General Meeting of aCompany which any Member of the Company is entitled to have sent to him shall also beforwarded to the Auditors of the Company; and the Auditors shall be entitled to attendany General Meeting and to be heard at any General Meeting which they attend on anypart of the business which concerns them as Auditors.

204. Every account when audited and approved by an Annual General Meeting shall beconclusive except as regards any error discovered therein within 3 months after theapproval thereof. Whenever any such error is discovered within that period, the accountshall forthwith be corrected and thenceforth shall be conclusive.

CAPITALISATION OF RESERVES

205. Any General Meeting may resolve that any moneys, investments or other assetsforming part of the undivided profits [including profits or surplus moneys arising fromthe realisation and (where permitted by law) from the appreciation in value of any capitalassets of the Company] standing to the credit of the reserve or reserve fund or any otherfund of the Company or in the hands of the Company and available for dividend orrepresenting premium received on the issue of Shares and standing to the credit of theShare premium account be capitalised:-

(1) by the issue and distribution of fully paid up Shares, debentures, debenturestock, bonds or other obligations of the Company, or

(2) by crediting Shares of the Company which may have been issued to and are notfully paid up, with the whole or any part of sum remaining unpaid thereon.

Such issue and distribution under (1) above and such payment to the credit of unpaidShare capital under (2) above shall be made to among and in favour of the Members, orany class of them or any of them entitled thereto and in accordance with their respectiverights and interests and in proportion to the amount of capital paid up on the Shares heldby them respectively in respect of which such distribution under (1) or payment under (2)above shall be made on the footing that such Members become entitled thereto as capital.

The Directors shall give effect to any such resolution and apply such portion of theprofits or reserve or reserve fund or any other fund on account as aforesaid and may berequired for the purpose of making payment in full for the Shares, debentures ordebenture-stock, bonds or other obligations of the Company so distributed under (1)above or (as the case may be) for the purpose of paying, in whole or in part, the amountremaining unpaid on the Shares which may have been issued and are not fully paid upunder(2) above: Provided that no such distribution or payment shall be made unlessrecommended by the Directors and if so recommended, such distribution and paymentshall be accepted by such Members as aforesaid in full satisfaction of their interest in thesaid capitalised sum. For the purpose of giving effect to any such resolution, theDirectors may settle any difficulty which may arise in regard to the distribution orpayment as aforesaid as they think expedient and in particular they may issue fractionalcertificates and may fix the value for distribution of any specified assets and maydetermine that cash payments be made to any Members on the footing of the value so

fixed and may vest any such cash Shares, debentures, debenture-stock, bonds or otherobligations in trustees upon such trusts for the person entitled thereto as may seemexpedient to the Directors and generally may make such arrangements for the acceptance,allotment and sale of such Shares, debentures, debenture-stock, bonds or otherobligations and fractional certificates or otherwise as they may think fit. Subject to theprovisions of the Act and These presents, in cases where some of the Shares of theCompany are fully paid up and others are partly paid up only such capitalisation may beeffected by the distribution of further Shares in respect of the fully paid up Shares, and bycrediting the partly paid up Shares with the whole or part of the unpaid liability thereonbut so that as between the holders of the fully paid up Shares, and the partly paid upShares the sums so applied in the payment of such further Shares and in theextinguishment or diminution of the liability on the partly paid up Shares shall be soapplied pro rata in proportion to the amount then already paid or credited as paid on theexisting fully paid up and partly paid up Shares respectively. When deemed requisite aproper contract shall be filed in accordance with the Act and the Board may appoint anyperson to sign such contract on behalf of the holders of the Shares of the Company whichshall have been issued prior to such capitalisation and such appointment shall beeffective.

NOTICE

206. (1) A notice (which expression for the purposes of These presents shall be deemedto include any summons, notice, process, order, judgement or any other document inrelation to or in the winding up of the Company) may be given by the Company to anyMember either personally or by sending it by post to him to his registered address or if hehas no registered address in India to the address, if any, within India, supplied by him tothe Company for giving notices to him.

(2) Where a document (which shall for this purpose be deemed to include any summons,requisition, process, order, judgement or any other documents in relation to the windingup of the Company) or a notice is sent by post, the service of such notice shall be deemedto be effected by properly addressing, pre-paying and posting a letter containing thenotice: Provided that where a Member has intimated to the Company in advance thatdocuments should be sent to him under a certificate of posting or by registered post, withor without acknowledgement due, and has deposited with the Company a sum sufficientto defray the expenses of doing so, service of the document or notice shall not be deemedto be effected unless it is sent in the manner intimated by the Member; and, unless thecontrary is proved, such service shall be deemed to have been effected in the case of anotice of a Meeting at the expiration of 48 hours after the letter containing the same isposted, and in any other case, at the time at which the letter would have been delivered inthe ordinary course of post.

(3) Notice should be in writing and must be given at least 21 days before the Meeting.The Directors, if they think fit may convene General Meeting including the AnnualGeneral Meeting by giving a shorter notice thereof as per Section 171 of the Act.

207. If a Member has no registered address in India and has not supplied to theCompany an address within India for giving of notices to him, a notice advertised in anewspaper circulating in the neighbourhood of the Office shall be deemed to be fullygiven to him on the day on which the advertisement appears.

208. A notice may be given by the Company to the persons entitled to a Share inconsequence of the death or insolvency of a Member by sending it through the post in apre-paid letter addressed to them by name or by the title of representatives of thedeceased or assignee of the insolvent or by any like description at the address (if any) inIndia supplied for the purpose by the persons claiming to be so entitled or (until such anaddress has been so supplied) by giving the notice in any manner in which the samemight have been given if the death or insolvency had not occurred.

209. Notice of every General Meeting shall be given in same manner hereinbeforeauthorised to (a) every Member of the Company (including bearers of Share warrants),(b) every person entitled to a Share in consequence of the death or insolvency of aMember who but for his death or insolvency would be entitled to receive notice of theMeeting and also to (c) the Auditor or Auditors of the Company.

210. Any notice to be given by the Company shall be signed by the secretary (if any)or by such officer as the Directors may appoint. Such signature may be written, printedor lithographed.

211. Every person who by operation of law, transfer or other means whatsoever, shallbecome entitled to any Share, shall be bound by every notice in respect of such Share,which previously to his name and address and title to the Share being notified to theCompany, shall have been duly given to the person from whom he derives his title tosuch Share.

212. Subject to the provisions of the Act, any notice given in pursuance of Thesepresents or documents delivered or sent by post to or left at the registered address of anyMember in pursuance of These presents, shall notwithstanding such Member be thendeceased and whether or not the Company have notice of his deceased be deemed tohave been duly served in respect of any registered Share, whether held solely or jointlywith other persons by such Member until some other person be registered in his stead asthe holder or the joint holder thereof, and such service shall for all purposes of Thesepresents be deemed a sufficient service of such notice or document on his or her heirsexecutors or administrators and all persons, if any, jointly interested with him or her inany such Share.

SECRECY CLAUSE

213. Every Director, manager, Auditor, Member of a committee, officer, servant,agents, accountants or other person employed in the business of the Company shouldobserve a strict secrecy respecting all transactions of the Company with the customersand the state of accounts with individuals and in matters relating thereto, and shall notreveal any of the matters which may come to his knowledge in the discharge of hisduties, except when required so to do by the Directors or by any meeting or by a court oflaw, or by person to whom such matter relates and except so far as may be necessary inorder to comply with any of the provisions in These presents contained.

WINDING UP

214. If the Company shall be wound up and the assets available for distribution amongthe Members as such shall be insufficient to repay the whole of the paid up capital, suchassets shall be distributed so that, as nearly as may be, the losses shall be borne by theMembers in proportion to the capital paid up, or which ought to have been paid up, at thecommencement of the winding up, on the Shares held by them respectively, and if in awinding up the assets available for distribution among the Members shall be more thansufficient to repay the whole of the capital paid up at the commencement of the windingup, the excess shall be distributed amongst the Members in proportion to the capital at thecommencement of the winding up paid up or which ought to have been paid up on theShares held by them respectively. But this Article is to be without prejudice to the rightsof the holders of Shares issued upon special terms and conditions.

215. (1) If the Company shall be wound up whether voluntarily or otherwise, theliquidators may, with the sanction of a Special Resolution, and any other sanctionrequired by the Act divide amongst the contributories in specie or kind, the whole or anypart of the assets of the Company and may, with the like sanction, vest the whole or anypart of the assets of the Company in trustees upon such trusts for the benefit of thecontributories as the liquidator with the like sanction, shall think fit, but so that noMember shall be compelled to accept any Shares or other Securities where on there is anyliability.

(2) If thought expedient any such division may subject to the provisions of the Act beotherwise than in accordance with the legal rights of the contributories (except whereunaltered) and in particular any class may be given preference or special rights or may beexcluded altogether or in part but in case any division otherwise than in accordance withthe legal rights of the contributories shall be determined on, any contributory who wouldbe prejudiced thereby shall have a right to dissent and ancillary rights as if suchdetermination were a Special Resolution passed pursuant to Section 494 of the Act.

(3) In case any Shares to be divided as aforesaid involve a liability on calls or otherwiseany person entitled under such division to any of the said Shares may within 10 days afterthe passing of the Special Resolution by notice in writing direct the liquidators to sell hisproportion and pay him the net proceeds and the liquidators shall, if practicable, actaccordingly.

216. A Special Resolution sanctioning a sale to any other company duly passedpursuant to Section 494 of the Act may in like manner as aforesaid determine that anyShares or other consideration receivable by the liquidators shall be distributed amongstexisting Members otherwise than in accordance with their rights and any suchdetermination shall be binding upon all the Members, subject to the rights of dissent andconsequential rights conferred by the said Section.

INDEMNITY AND RESPONSIBILITY

217. (1) Subject to the provisions of Section 201 of the Act, the Board of Directors,Managing Director, managers, secretary, and other officers or other employees for thetime being of the Company, Auditor and the trustees, if any, for the time being acting inrelation to any of the affairs of the Company and every one of them and every one oftheir heirs, executors and administrators shall be indemnified and secured harmless out ofthe assets and profits of the Company from and against all actions, costs, charges, losses,damages and expenses which they or any of them, their heirs, executors or administratorsshall or may incur or sustain by or reason of any act done, concurred in or omitted in orabout the execution of their duty, or supposed duty in their respective offices or trustsexcept such, if any, as they shall incur or sustain through or by their own wilful neglect ordefault respectively.

(2) Save and except so far as the provisions of this Article shall be avoided by Section201 of the Act, none of them shall be answerable for the acts, receipts, neglects ordefaults of the other or other of them, or for joining in any receipt for the sake ofconformity, or for insolvency of any bankers or other persons with whom any moneys oreffects belonging to the Company shall or may be lodged or deposited for safe custody orfor the insufficiency or deficiency of any security upon which any moneys belonging tothe Company shall be placed out or invested or for any other loss, misfortune or damagewhich may happen in the execution of their respective offices or trusts or in relationthereto, except when the same shall happen by or through their own willful neglect ordefault respectively.

(3) Subject to the provisions of Section 201 of the Act, no Director or other officer of theCompany shall be liable for the acts, receipts, neglect or default of any other Director orofficer of the Company or for joining in any receipt or other act for conformity for anyloss or expenses happening to the Company through the insufficiency or deficiency totitle to any property acquired by the order of the Director for or on behalf of theCompany or for the insufficiency or deficiency of any security in or upon which any ofthe moneys of the Company shall be invested or for any loss or damage arising from thebankruptcy, insolvency or tortuous act or any person with whom any moneys, securities

or effects shall be deposited or for any loss occasioned by any error of judgement oroversight on his part, or for any other loss, or damage whatsoever, which shall happen inthe execution of the duties of his office or in relation thereto unless the same happensthrough his own negligence or dishonesty.

Sl.No. Names, Addressesand Description ofthe Subscribers

Number ofShares taken byeach Subscriber

Signature (s)of thesubscriber (s)

Witness

DHARMENDERNATH DAVARS/o Late Shri DaryaiLal DavarChairman,Industrial FinanceCorporation of India,16, Sansad Marg,New Delhi-110001

FAKIR MOHANPATNAIKS/o Late ShriDigambar PatnaikExecutive Director,Industrial FinanceCorporation of India,16, Sansad Marg,New Delhi-110001

HARISHCHANDRASHARMAS/o Late Shri RamNarain SharmaGeneral Manager,Industrial FinanceCorporation of India,16, Sansad Marg,New Delhi-110001

KAMLESHKUMARVARSHNEYS/o Late Shri DoriLalGeneral Manager,Industrial FinanceCorporation of India,16, Sansad Marg,New Delhi-110001

1(One)

Sd/-D. N. Davar

Sd/-F. M. Patnaik

Sd/-H.C. Sharma

Sd/-K. K.Varshney

Sl.No. Names, Addressesand Description ofthe Subscribers

Number ofShares taken byeach Subscriber

Signature (s)of thesubscriber (s)

Witness

SATYA PRAKASHGUPTAS/o Late Shri RamRakhamalGeneral Manager,Industrial FinanceCorporation of India,Scope Complex, 7,Lodhi Road,New Delhi-110001

GOPAL SARANSAXENAS/o Late ShriKeshav RamGeneral Manager,Industrial FinanceCorporation of India,16, Sansad Marg,New Delhi-110001

DIN DAYALS/o Late Shri HariChandDeputy GeneralManager,Industrial FinanceCorporation of India,16, Sansad Marg,New Delhi-110001

1(One)

Sd/-S. P. Gupta

Sd/-G. S. Saxena

Sd/-Din Dayal

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